Business user Terms and Conditions

Campy OÜ, registry code 14840749, VAT number EE102204225, registered at Estonia, Rae, Nelgi street 3, 75310 (hereinafter: Campy) is the owner and operator of website app.campy.eu (hereinafter: Website) and mobile application (hereinafter: App; the Website and the App together also referred as: Platform).

1. ESSENCE OF THE PLATFORM AND GENERAL TERMS

1.1 The Website is an online site owned and administered by Campy via which the services provided by Campy (hereinafter: Services) can be accessed by the business customers of Campy (hereinafter: Company).

1.2 The App is a mobile application developed and administrated by Campy which is available on up-to-date iOS and Android devices and by which the Services provided by Campy can be accessed by the non-business customers who are consumers (hereinafter: End-Users).

1.3 The essence of the Platform is that it allows the Company to set up a campaign via the Website (hereinafter: Campaign), the purpose of which is to give the End-Users a possibility to take part of a challenge (hereinafter: Challenge) and complete it for which the End-User is given a reward (hereinafter: Reward) via the App.

1.4 These terms of use (hereinafter: General Terms) apply to all legal relationships which arise between the Company and Campy (the Company and Campy together also referred as: Parties). These General Terms, among other agreements entered into by the Parties on an on-going basis, include the agreement between the Parties for the use of the Platform and the Services (hereinafter: Agreement) as well as certain aspects of the sales agreement for selling products and services to the End-Users.

1.5 The Parties may also agree upon on the special terms of the Agreement including any special agreements between the Parties which, if agreed upon and signed by the Parties, shall be an inherent part of the Agreement (hereinafter: Special Terms). In case of any contradictions between the Special Terms and the General Terms, the Special Terms shall prevail.

1.6 If the Company does not accept these General Terms, then the Company is not allowed to use the Website or any of the Services provided by Campy.

2. ACCOUNT AND ENTERING INTO AGREEMENT

2.1. In order to use the Services and gain access to the Website, the Company’s representative must register an admin account (hereinafter: Admin Account).

2.2. For registering the Admin Account, the representative must enter the required data, including his/her name, e-mail address, as well as preferred password. If made available, it is possible to register the Admin Account by using an already existing account registered at a third party (e.g., Google or Apple account).

2.3. To register a Company, the representative must also enter the details of the Company that he/she represents and on whose behalf the Agreement is entered into with Campy. If the representative wishes to use the same Admin Account also for acting on behalf of another Company, it is possible to enter another Company’s details later and use the Services on behalf of that other Company. The representative warrants that he/she has the rights to represent and enter into contracts on behalf of the relevant Company. After the registration, Campy shall send an e-mail with a link to verify the e-mail address.

2.4. For entering into the Agreement, the Company is required to accept these General Terms. If the representative represents more than one Company, these General Terms must be accepted by each Company separately.

2.5. By entering into the Agreement, the Company expressly represents and warrants that it:

2.5.1. has accepted these General Terms;

2.5.2. is legally competent to accept these General Terms;

2.5.3. has not previously been suspended or removed from using the Services;

2.5.4. is a trader pursuant to Directive 2005/29/EC and Directive 2011/83/EU;

2.5.5. is not under any trade or economic sanctions; and

2.5.6. does not currently have an existing Admin Account.

2.6. Campy has a right to decide with whom to enter into the Agreement and has the right to refuse it at the discretion of Campy for any or no reason.

2.7. Once the Admin Account is successfully created, the Parties have entered into the Agreement by which the Company has the right to use the Website and request provision of the Services from Campy, as and if made available on the Website. Where required by Campy, the Company and Campy shall also agree upon and sign the Special Terms before entering into the Agreement, in which case the Agreement is considered as concluded once the Special Terms are signed by both Parties.

2.8. As and if made possible at the Platform, the Company can via the Admin Account invite other representatives of the Company to create accounts at the Platform to represent the Company. These accounts may be other Admin Accounts, having the full right to represent the Company via the Platform (e.g., setting up Campaigns, etc.) or accounts with limited rights (as described at the Platform). The Company is responsible for all the activity that occurs under the accounts of the Company.

2.9. The Company agrees and warrants that any information submitted to Campy is correct, accurate and up to date.

3. CAMPY CREDITS

3.1. Campy Credits (hereinafter: CCs) can be used by the Company to organize Campaigns. One CC equals one euro (1 CC = 1 EUR). CCs cannot be used in any other way or for any other purpose by the Company, which also means that outside of the Platform the CCs do not have any meaning or value and that CCs cannot be taken out as money by the Company. The End-Users can use CCs for purchasing products via the Platform. The Company cannot use the CCs for purchasing products.

4. SETTING UP A CAMPAIGN

General terms

4.1. For creating the Campaign, the Company must precisely follow all the instructions given on the Website or as otherwise provided by Campy – this means entering any required data, doing all the required actions, etc. As follows, general instructions are provided – however, it must be kept in mind that the exact flow and the required actions may be different as the Website is updated from time to time for improvements.

4.2. To start with, the Company must:

4.2.1. give the Campaign a name;

4.2.2. set which Challenge(s) must be fulfilled by the End-User (e.g., watching a video, visiting a location etc.) and enter required data for setting this task (e.g., enter a video link, enter location, etc.); and

4.2.3. set the type of response or other type of input the End-User should provide (e.g., request the End-User to give feedback whether he/she liked the video, etc.).

Rewards

4.3. The Company must also determine which Reward(s) the End-User is entitled to have for the successful completion of the Challenge, which can be:

4.3.1. CC Reward – a certain sum of CCs as determined by the Company and given to the End-User by the Company which can be used by that End-User for purchasing any products or services via the App from any of the sellers registered on the Platform (hereinafter: CC Reward);

4.3.2. Bonus – if the End-User purchases certain product(s) from the Company (hereinafter: Product(s), explained in more detail below) via the App, the End-User gets certain Product(s) for free from the Company (hereinafter: Bonus);

4.3.3. Discount – a discount determined by the Company on the Product(s) which can be purchased by the End-User from the Company (hereinafter: Discount);

4.3.4. Novelty – a right to purchase a Product from the Company which purchase from the retail market is not yet possible or is difficult (hereinafter: Novelty).

Audience and distribution of the Campaign

4.4. Once the Rewards terms are set, the Company must choose the audience of the Campaign – i.e., the End-Users who can participate in the Campaign (hereinafter: Audience). This may include that the Company shall choose the age, gender, interests, region and minimum customer ranking of the Audience, as made available on the Website. Also, it is possible to upload a CSV file containing the data of the End-Users who shall constitute the Audience. As and if made possible at the Website, it is also possible to invite certain End-Users to participate in the Campaign by entering such person’s e-mail on the Website or generating an invitation weblink.

4.5. After choosing the Audience, the Company must determine the terms of distribution of the Campaign. This means, among other things, that the Company must:

4.5.1. set the time period when the Campaign is available to the Audience (the time-zone used as default is GMT+2);

4.5.2. set limits of the Campaign – maximum participants and/or views for the Campaign;

4.5.3. determine how the Product purchased by the End-User is made available to him/her (shipped, pick-up, etc); and

4.5.4. set additional terms which the End-User must comply with.

4.6. The Company may also enable the End-User to share the Campaign via a link or via Facebook (or other social media platform, as and if made possible at the Website) for which the End-User can get additional CC Rewards as determined by the Company.

5. SERVICES FEE

5.1. The Company shall pay a fee to Campy in euros for the provision of the Services (hereinafter: Services Fee). Value-added tax (hereinafter: VAT) shall be added to the Services Fee.

5.2. The Services Fee is paid on the Rewards actually given out to the End-Users during the Campaign. The Services Fee depends on the type of the Reward and is calculated as follows:

5.3. The full prices of the Products referred to in clause 5.2 shall include the VAT or other sales tax applicable.

5.4. The Parties may agree on different Services Fee terms via the Website or the Special Terms. The Services Fee terms are confidential information and shall not be disclosed by either Party to third parties.

5.5. It is important to point out that the Services Fee is paid on the Rewards which are actually given out to the End-Users during the Campaign. For example, if the Company sets that during the Campaign 1000 CCs may be distributed as Rewards but 500 CCs are actually distributed (e.g., because there were not as many End-User participating as hoped), then the Services Fee is paid on the 500 CCs actually distributed.

5.6. The Services Fee is paid on the Rewards regardless of whether the End-User ever uses the Reward – for example, if the End-User is given a CC Reward, it is not relevant for the calculation of the Services Fee whether the End-User ever uses the CCs received as a Reward.

6. BALANCE, PUBLISHING AND DISTRIBUTING REWARDS

Balance

6.1. Before the Campaign can be launched, the Company must have enough CCs in its balance (hereinafter: Balance) to correspond to:

6.1.1. the total possible Services Fee payable by the Company to Campy for that Campaign (together with the applicable VAT), presuming that all the Rewards are given out (hereinafter: Maximum Services Fee); and

6.1.2. the cost of all the CC Rewards that may be distributed within that Campaign.

6.2. For example, if the Maximum Services Fee payable (for all the promised Rewards) is 250 euros (+VAT) and 1000 CCs may be distributed to the End-Users during the Campaign, then the Company must have in its Balance at least 1300 CCs.

6.3. Campy shall make an agreed amount of CCs available to the Company in the Balance at the moment of entering into the Agreement (hereinafter: Agreed Amount). The Agreed Amount shall be agreed upon between the Parties in a form reproducible in writing (e.g., via e-mail) or via Website

6.4. Where the Company uses the Services, the amount of CCs in the Balance is reduced (i.e., the CCs are removed) on an on-going basis corresponding to the Services Fee chargeable by Campy from the Company and the CCs given out to the End-Users under the Agreement. Nevertheless, the Parties agree and understand that the CCs in the Balance are used only for illustration purposes and CCs themselves are not used by Company to make any payments to Campy nor does the reduction of CCs from the Balance fulfil the Company’s obligation to make payments to Campy under the Agreement. The payments by the Company to Campy are made in euros as stipulated in paragraph 12 of the General Terms.

6.5. Where the Company has used up some or all CCs in the Balance, then once in a month on the first calendar day of the month Campy shall top up the Balance with CCs so the amount of CCs in the Balance would meet the Agreed Amount. If the Company wishes to receive CCs to the Balance more frequently, then the Company may request the CCs via the Website pursuant to the instructions provided on the Website. The issuing of additional CCs shall be decided by Campy at its sole discretion.

6.6. If not agreed otherwise in the Special Terms, the Company shall not be charged for the CCs issued by Campy to the Balance but for the actual Services Fee and the CCs given out to the End-Users – as specified more in paragraph 12 of the General Terms.

Publishing

6.7. Once the Campaign has been set up successfully (see paragraph 4 of the General Terms) and the Company has enough CCs in the Balance (see clause 6.1 of the General Terms above), the Company can publish the Campaign via the Platform.

6.8. Once the Campaign is published, it shall be displayed among other Campaigns to the End-Users belonging to the Audience who can participate in the Campaign – fulfil Challenges and obtain Rewards. The order in which different Campaigns are displayed to the End-Users is determined by Campy’s algorithm that takes into account the relevance of each Campaign depending on the data provided by the specific End-User to Campy (age, location, interests, etc.).

Distributing rewards

6.9. The Company is responsible for granting the Rewards to the End-Users.

6.10. The Parties agree that the CC Rewards are given out to the End-Users by Campy on behalf of the Company. The CCs used for CC Rewards are removed by Campy from the Balance.

7. CANCELLATION OF THE CAMPAIGN

7.1. Subject to the terms of the Agreement (including the terms provided in this paragraph 7 of the General Terms), the Company may cancel an on-going Campaign at any time via the Website.

7.2. The cancellation of the Campaign does not affect any of the Rewards already given out to the End-Users or the validity of any of the Sales Agreements (see clause 9.2) already entered into.

7.3. Where the End-User has completed at least one Challenge within the cancelled Campaign before its cancellation (and thereby has not received the Reward), the Company must give compensation to such End-User (hereinafter: Compensation). The Compensation shall be given out by Campy on behalf of the Company as CC(s) via the Platform and as follows:

7.3.1. 1 CC if the monetary value of the potential Reward was up to 50 euros;

7.3.2. 3 CCs if the monetary value of the potential Reward was 51-100 euros;

7.3.3. 5 CCs if the monetary value of the potential Reward was 101-200 euros;

7.3.4. 10 CCs if the monetary value of the potential Reward was 201 euros or more.

7.5. Nothing in the Agreement, including giving out the Compensation, excludes the End-User’s and/or Campy’s possible use of any legal remedies pursuant to law towards the Company.

7.6. The obligation to give Compensation does not apply if the Company cancels an on-going Campaign in the event of force majeure. Force majeure are circumstances which are beyond the control of the Company and which, at the time the Campaign was published, the Company could not reasonably have been expected to take into account, avoid or overcome the impediment or the consequences thereof which the Company could not reasonably have been expected to overcome.

7.7. If the Company cancels an on-going Campaign in the event of force majeure, the Company must immediately but latest within 1 business day, provide Campy by e-mail support[at]campy.eu with information that substantiates the occurrence of force majeure as defined above in clause 7.6. Campy shall assess, based on the information provided by the Company, if the circumstances can be regarded as force majeure.

7.8. If the Company does not provide Campy with information substantiating the occurrence of force majeure or if Campy concludes that the circumstances cannot be regarded as force majeure (at its sole discretion), the Company shall give Compensation to the End-Users, as described in clause 7.3 above and be subject to any other legal effects arising from the cancellation.

8. LISTING THE PRODUCTS

8.1. The Company can list Products to the Platform which are related to the Rewards given within the Challenge(s) and which are sold by the Company to the End-Users.

8.2. To list a Product, the Company must enter the required information about the Product, including the name, description, full price (together with the information on which taxes apply to the Product in which amount), product code, data about delivery options (together with price) as well as upload an image of the Product. The Company undertakes that the submitted information is correct and the data displayed to the End-Users via the App fulfils the requirements of the law. The Products must be entered into to the Platform’s database one-by-one or by setting up an API between Campy’s and the Company’s database. The instructions and documentation for setting up the API are provided on the Website or given otherwise by Campy. Any works needed to be done and costs for setting up the API shall be done and borne by the Company (in general cases, only work that needs to be done is Company-sided).

8.3. The information of the Products related to an on-going Campaign cannot be updated or changed (except for obvious grammar mistakes).

9. SALE OF THE PRODUCTS

Terms of the Sales Agreement

9.1. Purchasing of the Products by the End-Users from the Company shall take place via the App.

9.2. For selling the Product(s), the Company and the End-User shall enter into a sales agreement (hereinafter: Sales Agreement). Under no circumstances is Campy the seller of the Product(s) or a party to the Sales Agreement. Campy shall take no liability for the Products(s), the Company is solely liable for the Product(s).

9.3. The Parties agree that the Company shall:

9.3.1. sell the Products on the terms the Rewards were given – e.g., in case of the Discount, the Product is sold at the price promised under the Discount;

9.3.2. sell the Products pursuant to the terms provided in the End-User terms and conditions of Campy, which may be amended by Campy from time to time (available here: https://campy.eu/en/terms-conditions/; “End-User’s Terms”); and

9.3.3. fulfil any obligations towards the End-Users as stipulated in the End-User’s Terms.

9.4. The Parties understand that it is the Company’s obligation pursuant to law to introduce to the End-Users certain pre-contractual information about the Products (e.g., right of withdrawal, etc.). Given that the operator of the App is Campy, the Parties agree that it is Campy’s obligation to display the End-User’s Terms to the End-Users. If there is any specific data which the Company wishes to introduce to the End-Users, the Company shall provide it to Campy and Campy shall display that in the App.

Purchasing the Products and payments to the Company

9.5. The Company hereby authorises Campy to act as a commercial agent of the Company and authorises Campy to accept payments for the Products from the End-Users on behalf of the Company, as described in more detail as follows.

9.6. Purchasing the Products via the App and the respective payments work as follows:

9.6.1. the End-User submits an order for purchasing the Product by choosing the Product and the delivery option in the App. By submitting the order, the Sales Agreement is considered as concluded. Then the End-User makes the payment under the Sales Agreement for the Product to Campy (in the amount the Product is not covered with a Discount or a Bonus), together with the fee for the delivery, if applicable;

9.6.2. the End-User receives an invoice for the Product (in the amount the Product is not covered with a Discount or a Bonus) together with the delivery fee from Campy on behalf of the Company. The End-User’s obligation from the Sales Agreement to pay for the Product in the amount that it is not covered with a Discount or a Bonus (and to pay the delivery fee, if applicable) is considered as fulfilled from the moment the End-User successfully makes the payment to Campy. The Company does not have a claim for the payment towards the End-User, the Company has this claim towards Campy; and

9.6.3. as specified in paragraph 12 of the General Terms, Campy shall pay the money received from the End-User to the Company in euros (if End-User uses CCs for the purchase, then the respective amount is paid by Campy to the Company in euros).

9.7. Campy shall make the invoices issued by Campy on behalf of the Company available to the Company via the Platform or otherwise.

10. HANDOVER OF THE PRODUCTS

10.1. The End-User shall pick the purchased Product up from the Company’s point of sale or the Company shall deliver the Product to the End-User, as agreed upon in the Sales Agreement. The Company is obliged to hand over the Product to the End-User if the End-User presents proof that the End-User has purchased the Product.

10.2. The Company undertakes to use all commercially reasonable efforts in order to hand the Product over to the End-User within 5 business days from concluding the Sales Agreement for the sale of this Product. This means that the Company shall only list and sell the Products which it has available in its point of sale or warehouse in Estonia. This also means that:

10.2.1. in case where it is agreed that the End-User shall pick the Product up from the Company’s point of sale, the Product must be available for a pick-up within 5 business days from concluding the respective Sales Agreement; and

10.2.2. in case where it is agreed that the Company shall deliver the Product to the End-User, the delivery shall be completed within 5 business days from concluding the respective Sales Agreement.

10.3. Where the Company realises that it is impossible to hand the Product over within the 5 business-day deadline, the Company shall immediately inform Campy thereof, making it possible for Campy to give that information to the End-Users via the App.

11. CLAIMS BY THE END-USERS

Products

11.1. The Company is solely liable for any defects in the quality and quantity of the Products or other shortcomings in the performance of the Sales Agreement. Campy does not assume any liability thereof (including liability for any allergic reactions to food or any other health issues).

11.2. As stipulated by the End-User’s Terms and applicable law, the End-User may exercise his/her right to withdraw from the Sales Agreement and submit a withdrawal application (hereinafter: Withdrawal Application) and/or submit a complaint about the Product as regards to any of its shortcoming(s) (hereinafter: Complaint).

11.3. Where the Withdrawal Application and/or Complaint is submitted by the End-User directly to Campy, then Campy is authorized to process the Withdrawal Application and/or the Complaint on behalf of the Company as Campy finds reasonable. This also means that Campy, acting reasonably, may in its sole discretion, on behalf of the Company:

11.3.1. in case of a Withdrawal Application, accept the Withdrawal Application and return to the End-User the price of the ordered Product(s), together with any applicable delivery fee; and

11.3.2. in case of a Complaint, make a refund to the End-User to the extent deemed reasonable by Campy.

11.4. Where Campy makes a payment of money and/or CCs to the End-User under clause 11.3 of the General Terms, then the corresponding sum in euros in full shall be payable by the Company to Campy immediately after Campy has made the payment to the End-User (and the respective Campy’s claim to the Company shall be set-off, if possible, under clause 12.1.3).

11.5. Where the Withdrawal Application and/or Complaint is submitted by the End-User directly to the Company, or where the Withdrawal Application and/or Complaint is submitted by the End-User directly to Campy but Campy deems reasonable that the Company should process it, then the Company shall process the Withdrawal Application and/or Complaint itself. In this case, where the End-User is entitled for a return for a price of the ordered Product(s), together with any applicable delivery fee, or a refund, then to the extent where the payment was made by the End-User in euros, this shall be returned to the End-User by the Company. Where CCs were used by the End-User for such a payment, the return shall be made by Campy on behalf of the Company.

11.6. Where Campy provides CCs to the End-Users under clause 11.5 of the General Terms, then Campy shall remove the respective amount of CCs from the Balance (for which invoice is rendered under clause 12.1.2 of the General Terms) or, if stipulated by Campy, the equivalent sum of euros shall be payable by the Company to Campy immediately after Campy has provided the CCs to the End-User (and the respective Campy’s claim to the Company shall be set-off, if possible, under clause 12.1.3).

Rewards

11.7. The Company is solely liable to the End-Users that the Rewards comply with the End-User’s Terms.

11.8. Where the End-User has a problem with the Reward, the End-User shall first turn to Campy for a solution which is hereby authorised by the Company for handling such matters. Where Campy wishes to take any actions resulting in legal consequences to the Company, then such approach shall be agreed upon between the Company and Campy. Where Campy wishes to pay damages (or give any other benefits) to the End-Users and not claim such costs back from the Company, then Campy is authorized to do that without separately agreeing on that with the Company. Campy may hand the End-User’s complaint over to the Company in which case the Company shall handle this matter.

12. PAYMENT CONDITIONS

12.1. As regards to invoicing and payments under the Agreement, the Parties agree in the following:

12.1.1. all payments between Campy and the Company shall be settled by way of set-off to the maximum extent possible;

12.1.2. once in a month Campy shall issue an invoice to the Company for the Service Fee for the Services provided in the previous month and for the CCs given out to the End-Users under the Agreement in the previous month;

12.1.3. Campy shall forward the money received from the End-Users for the Products (pursuant to clause 9.6.3 of these General Terms; hereinafter: Received Funds) in the previous month on the 20th calendar day of following month to the bank account of the Company, to the extent that the Received Funds are not set-off with money payable by Company to Campy (under the above clause 12.1.2 of the General Terms or any other money payable by the Company to Campy). Together with the payment, Campy shall send to the Company an overview of the sums set-off from the Received Funds.

12.2. The Parties may agree on different payment terms (including prepayments) in the Special Terms.

13.GENERAL RIGHTS AND OBLIGATIONS

13.1. The Company is solely responsible for all activities which it conducts via the Platform. The Company shall notify Campy immediately if the Company becomes aware of any unauthorized use of the Platform.

13.2. The Company is obligated to use the Services and the Platform in accordance with the Agreement, law and good practice. All tax obligations and duties related to the Company shall be fulfilled by the Company.

13.3. The Company hereby agrees not to publish on the Platform any content or do any actions (including organizing any Campaign or Challenge) that contradicts with the Agreement, the nature and purpose of the Platform, is illegal, harmful to Campy’s business or image, contrary to good practice, pornographic, discriminating, racist, immoral, abusive, harmful, nefarious or otherwise indecent in nature or relates to the sale/purchase of items/services prohibited by law or is misleading advertising or unfair competition. Campy has the sole discretion to decide what content is deemed unsuitable for the Platform and the right to remove any such content from the Platform. Campy is not liable for any damage or consequence resulting from Campy exercising its respective right.

13.4. The Company agrees not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data or services obtained from the Platform. Also, the Company agrees not to use the Platform in an unintended manner, as may be determined by Campy in its sole discretion – which also means that it is prohibited to reverse engineer, decompile or disassemble the Platform, or collect use, copy or transfer any information from the Platform without the consent of Campy.

13.5. Campy reserves the right to refuse the Company the use of the Services. This includes that Campy reserves a right to end and/or terminate the Company’s right to use the Services at any time if the Company has infringed the Agreement or the applicable law in any way or if Campy investigates such infringement.

14. INTELLECTUAL PROPERTY

14.1. The intellectual property rights (including rights of a database) to the Services (including the Platform) as well as data, methods and processes based on which the Services are produced shall vest in and remain the sole and exclusive property of Campy.

14.2. Hereby Campy grants to the Company a non-exclusive license for the use of the Platform to the extent where it is necessary for using the Services. This license is limited with the term of the Agreement. This license is not limited with a territory and is given without the right to grant sub-licenses. The license fee consists of the money payable by the Company to Campy for the Services.

14.3. A Party (hereinafter in this clause: Owner) grants to the other Party a right to use the Owner’s trademark, company name and graphical logo (hereinafter: Trademark) on the other Party’s website, point of sale and in marketing materials to represent that the Owner is a customer or a supplier of the Services, as applicable. The use of the Trademark is not subject to a prior approval of the Owner but the Party using the Trademark shall follow any procedures and/or guidelines provided by the Owner and shall refrain from any activity which may reduce the value of the Trademark or the reputation of the Owner. The license described for the use of the Trademark is considered as a non-exclusive license, not restricted by the territory and is sub-licensable (e.g. a Party can sub-license the usage of a Trademark to a marketing company). The license is limited with the term of the Agreement. No monetary remuneration is paid for the license, the remuneration to the Company as the Owner is the Company’s right to be provided the agreed Services under the Agreement and the remuneration for Campy as the Owner is the fee gained for the Services.

14.4. At the moment of entering them, the Company grants to Campy a non-exclusive license as regards to the economic and moral rights for the use of any data or any works entered via the Platform which are protected by intellectual property rights to the extent where it is necessary for functioning of the Platform, provision of the Services and developing of the Platform and/or the Services. This license is limited with the term of the Agreement. This license is not limited with a territory and given with the right to grant sub-licenses (is transferrable). No monetary remuneration is paid for the license, the remuneration to the Company is the Company’s right to be provided the agreed Services under the Agreement. The Company warrants that it has the right to grant the license as stipulated in the Agreement and this does not infringe the rights of any third parties.

15. LIABILTY

15.1. Unless stated otherwise in the Agreement, the Parties shall be liable to each other for the damages caused to the other Party by any breach of the Agreement.

15.2. Campy is liable to the Company if the breach of the Agreement is caused intentionally or through gross negligence. In any event, Campy shall not be liable for non-pecuniary damage, loss of revenue and non-contractual damage (including purely economic damage). Furthermore, in any case, Campy’s liability is limited to the amount of money paid by the Company as a Services Fee during 6 months preceding the circumstance giving rise to the alleged liability.

15.3. Campy does not guarantee the accuracy or completeness of the data entered into the Platform by the Company, nor is Campy responsible for the consequences of such data.

15.4. The Platform and the Services are provided on an “as is” and “as available” basis without warranty of any kind, which includes that Campy does not warrant that the use of the Services shall be uninterrupted or error free nor is any warranty given as to up-time of the Services and the results that may be obtained from the use of the Services.

15.5. In case the Company is in any delay in payment to Campy, the Company must pay a penalty in the sum of 0,5% of the unpaid amount per calendar day.

16. AMENDMENTS

16.1. Campy has the right to amend these General Terms unilaterally at Campy’s sole discretion – including in the case where amendments are necessary due to technical or substantive development of the Platform.

16.2. In case of any amendments, the Company shall be notified of such amendments by e-mail at least 15 days before any amendments enter into force. Once the 15 days has passed, the Company is deemed to have agreed to the amended General Terms, if the Company has not within that time-frame submitted a notice to cancel the Agreement. The Campaigns published before the amended terms enter into force shall be subject to the terms in effect at the beginning of the respective Campaign until the end of that Campaign.

17. UPDATES

17.1. Campy may automatically update the Platform and the Services at Campy’s sole discretion, including but not limited to when Campy wants to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Campy has the right to suspend provision of the Services also for maintenance work or due to any data security risk.

18. PERSONAL DATA PROCESSING

18.1. The provisions provided in this clause 18 apply only if the Company submits personal data of natural persons who are not End-Users (hereinafter: Personal Data) to Campy in the following cases:

18.1.1. representatives of the Company;

18.1.2. existing clients of the Company (or natural persons otherwise connected to the Company), by transferring a CSV file to Campy containing Personal Data.

18.2. In such case, as described in clause 18.2, the Company is considered as a data controller and Campy as a data processor in the meaning of the Regulation (EU) 2016/679 of the European Parliament and of the Council (hereinafter: GDPR), unless otherwise provided by the privacy policy of Campy. Principles for processing such Personal Data are set forth in the procedure as established below in this paragraph 18 (hereinafter: Procedure). In all other cases where Campy and the Company process the personal data of the End-User, Campy and the Company act as separate data controllers.

18.3. Campy agrees with the following and warrants that:

18.3.1. Campy shall process the Personal Data only on behalf of the Company, and in accordance with the instructions given by the Company and in the Procedure, including with regard to transfers of the Personal Data to a third country or an international organisation, unless required to do so by law to which Campy is subject to. In such a case Campy shall inform the Company of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

18.3.2. no circumstances occur that hinder or exclude Campy’s ability to follow the instructions given by the Company or obligations deriving from the Procedure;

18.3.3. Campy ensures that persons authorised to process the Personal Data have committed themselves to confidentiality;

18.3.4. Campy takes all measures required pursuant to GDPR article 32 and Campy has implemented technical and organisational security measures for protecting the Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data transmitted, especially when processing includes transmitting data using network, and against any other illegal processing;

18.3.5. taking into account the nature of the processing, Campy assists the Company by appropriate technical and organisational measures, insofar as this is possible, if the Company responds to requests related to exercising the data subject’s rights laid down in GDPR Chapter III;

18.3.6. Campy assists the Company in ensuring compliance with GDPR articles 32 to 36 taking into account the nature of processing and the information available to Campy;

18.3.7. if requested, Campy makes available information necessary to demonstrate compliance with the obligations laid down in GDPR article 28 and allows audit regarding the means, procedure and location of processing the Personal Data which shall be conducted by an inspection body agreed by the Parties (and if required, such choice is conciliated with the supervisory authority) which consists of independent members who have the required professional skills and who are bound by requirement of confidentiality. Any audit and its terms, including its timing and means, shall be agreed between the Parties beforehand. Costs related to the audit shall be borne by the Company. Campy shall notify the Company immediately if, in its opinion, instruction to carry out audit infringes the law;

18.3.8. Campy shall correctly and within reasonable time address all requests made by the Company which relate to the processing the Personal Data and shall comply with all instructions of supervisory authority as regards to processing the Personal Data.

18.4. The Company may transfer to Campy the following Personal Data: name, e-mail address, and the fact that the data subject is connected to the Company.

18.5. Campy shall retain the Personal Data until the termination of the Agreement. After that, Campy deletes all the Personal Data and existing copies (or anonymises it), unless law requires storage of the Personal Data.

18.6. The purpose of processing the Personal Data is the performance of the Agreement.

18.7. The nature of processing the Personal Data includes any operation or sets of operations which are necessary to perform on the Personal Data or on sets of the Personal Data for the purpose(s) of processing the Personal Data as stipulated in the Procedure.

18.8. Hereby the Company gives an authorisation to Campy to engage and transfer the Personal Data to any sub-processors of Campy as listed in clause 8.1 of Campy’s Privacy Policy https://campy.eu/en/privacy-policy/ (this list is included in the Agreement by reference).

18.9. Also, hereby the Company gives a general authorisation to Campy to engage new sub-processors at Campy’s discretion. If Campy wishes to engage a new sub-processor, Campy shall notify the Company. The Company has a right to submit an objection within 2 weeks of the notification. If such objection is submitted, the Company must stop submitting the Personal Data to Campy and the performance of the Agreement is suspended. In such case the Parties shall enter into negotiations for accepting the new sub-processor. If agreement is not reached, either Party has the right to extraordinarily terminate the Agreement with 90 days’ prior notice.

18.10. Campy shall conclude contracts with sub-processors which provide sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the law.

19. DURATION AND TERMINATION

19.1. The Agreement is concluded for an indefinite period.

19.2. A Party may cancel the Agreement at any time by notifying the other Party at least 30 days in advance, provided that any Campaigns organized by the respective Company in progress have been finished.

19.3. Campy has the right to unilaterally terminate the Agreement immediately if the Company violates the Agreement.

20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1. The Agreement and the legal relations deriving from it between the Company and Campy shall be governed by the laws of the Republic of Estonia.

20.2. If any disputes arise out of or relating to the Agreement, the Parties shall attempt to resolve them through negotiations. Any complaint against Campy can be filed by e-mail to feedback@campy.eu. Campy shall process the complaint within a reasonable time. If the matter is not resolved by negotiations, the Harju County Court located in Estonia shall have the exclusive jurisdiction as a court of first instance of all disputes arising out of or relating to the Agreement.

21. MISCELLANEOUS

21.1. Indemnification. The Company agrees to indemnify and hold harmless Campy, its directors, consultants, employees and its partners against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred directly or not directly arising from the Company’s violation of the Agreement, the Sales Agreements or the applicable law.

21.2. Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

21.3. Transfer of agreement. Campy may transfer its rights and obligations under the Agreement to another organization, entity or person. Campy will let the Company know if this happens and Campy will ensure that the transfer will not affect the Company’s rights under the Agreement.

21.4. Language. The terms of the Agreement may be made available in several languages. In case of inconsistences between the different language versions, the English language version prevails.