Terms of service

Last updated: April 1, 2017

This is a legal agreement between a legal entity or organization ("Customer" or "You" or "Your") agreeing to these Terms of Service and Luigi's Box, s.r.o. ("LuigisBox" "We ," or "Us" or "Our"). In order to use the Service (defined below) you must agree to the terms and conditions that are set out below. This Agreement governs Your use of LuigisBox website and the Service (each as defined below). By clicking the "I accept" or similar button, completing the registration process, submitting website url for using the Service on the Website, or using the Service in any other way, you acknowledge that you have reviewed and accepted this Terms of Service. If You do not understand or wish to be bound by this Terms of Service, please do not use, access or register with the Service.


Definitions

  1. The "Agreement" refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the "Terms of Service") and all other operating rules, policies and procedures that we may publish from time to time on the LuigisBox website.
  2. The "LuigisBox," "We," and "Us" and "Our" refer to Luigi's Box, s.r.o., as well as our directors, officers, agents, and employees.
  3. The "Service" or "LuigisBox Service" refers to the applications, software, products, and services provided by LuigisBox.
  4. "The Customer," "You," and "Your" refer to the legal entity, company, or organization that is accessing or using the Service; that accesses or uses any part of the account; or that directs the use of the account in the performance of its functions.
  5. The "Website" or "Customer Website" refers to website owned or operated by Customer, on which the Service is used.
  6. The "Visitor" refers to any third party using or visiting Customer Website.
  7. The "LuigisBox website" refers to the website located at luigisbox.com.
  8. The "Visitor's Data" refers to any information, data and statistics that LuigisBox obtains from Customer's Website concerning activities or actions of Visitors.
  9. The "Personally Identifiable Data" refers to any information or data that personally identifies an individual (natural person) such as names, addresses, identification numbers.
  10. The "LuigisBox Script" refers to javascript provided by LuigisBox to Customer.


Authority to Enter into Terms of Service with LuigisBox

Your access to and use of the LuigisBox Service is conditioned on your acceptance of and compliance with these Terms of Service. By accessing or using the Service you agree to be bound by these Terms of Service. Only legal entity, such as a corporation, limited liability company, partnership, or other legal entity duly formed and in good standing, as applicable, is eligible to accept these Terms of Service. You warrant and represent that You possess all legal authority and power to accept and be bound by these Terms of Service. Individuals (natural persons) are not authorized to use LuigisBox Service and shall not enter into Terms of Service with LuigisBox.


Account Registration

Your account gives you access to the Service. To register for the Service and create an account, you must complete the registration process on LuigisBox website by providing LuigisBox with the complete and accurate information prompted by the registration form, including email address (username), password, and billing information. You agree to keep such information up to date.

LuigisBox offers various service plans for the Service ("Plan") that provide different level of additional functionality or usage limitations. The payment terms, fees and additional terms and conditions may vary between the Plans and they are set out at LuigisBox website and incorporated herein by reference. Plans automatically renew on a calendar monthly basis.

By providing LuigisBox your email address you grant to LuigisBox right to use the email address to send you (i) Service-related notices, such as updates and improvements (ii) changes to functionality of the Service (iii) special offers (iv) or any notices required by law. You can change your preferences regarding receiving notices in Your account administrative interface on LuigisBox website.

By submitting a URL identifying Website to LuigisBox, You at the same time represent and warrant that You are either the Owner of the respective Website or that You have the necessary permissions or authorizations by the Owner to submit the URL and the Website for using the Service. LuigisBox does not guarantee that the Service is suitable to be used with any particular website. LuigisBox reserves the right to refuse, in its sole discretion any request for Service by any party for any reason.

You represent and warrant that the Website presented by you to be used with the Service does not contain material that

  1. is illegal or infringing, or whose use would be illegal or infringing
  2. You do not control or with respect to which You have not obtained the necessary permits and authorizations to act in such manner
  3. is intended to degrade others on the basis of gender, race, ethnicity, religion,
  4. is intended to intimidate or to incite violence.


Right to Use Services

Subject to these Terms of Service, during the term of this Agreement, LuigisBox hereby grants to Customer a limited, revocable, non-exclusive, non-transferable and non-assignable worldwide right to use LuigisBox Service solely for Customer's internal business purposes.

LuigisBox grants to Customer a limited, revocable, non-exclusive, non-transferable and non-assignable right to include LuigisBox Script into HTML code for Customer Website, that is properly registered with Customer account.

You are solely responsible for activities that occur under or through Your account, including activities initiated by third parties, whether or not such activities are authorized by you. If You allow an employee or agent to access the Service on Your behalf, You shall ensure that such third party is bound by, and abides by, the terms of this Terms of Service. You undertake to notify LuigisBox with no undue delay of any known or suspected improper or wrongful use of the Service.


Limitations on Use.

Customer shall not, and shall not authorize any third party to

  1. use the Service in breach of this Terms of Service or any policy, procedures or user documentation posted on LuigisBox website;
  2. modify, compromise, create derivative works or reverse engineer the LuigisBox Script or any aspect of the Service;
  3. use the Service for any illegal, infringing or inappropriate purposes;
  4. knowingly or negligently use Service in a way that abuses or disrupts Our networks, other Our Customers, or the Services;
  5. use the Service to collect Personally Identifiable Data or to associate any data or information gathered from your Website with any Personally Identifiable Data from any source
  6. transmit through the Services any harassing, fraudulent or unlawful material;
  7. use any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the LuigisBox servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
  8. use the Services in violation of applicable laws, or regulations;
  9. harvest, collect, or gather Visitor's data without their consent;

You represent and warrant that LuigisBox own all legal right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service.


Rights granted to LuigisBox

You grant to LuigisBox a royalty-free, non-exclusive, irrevocable, right to access your Website to collect any information concerning Visitors' actions or activities on your Website, any information sent to you by Visitors' web browsers, any data or other information you submit to LuigisBox or any data or other information that is otherwise accessible from Website (collectively "Customer Data").

You grant to LuigisBox a royalty-free, non-exclusive, irrevocable, right access and use Customer Data

  1. to manage Your access to the Service, including, without limitation, providing any reports, analyses and other functions;
  2. to improve the Service;
  3. to aggregate data to compile statistics and general trends about the Service for, among other things, marketing purposes;
  4. to comply with any legal or regulatory obligations.

You shall retain ownership of Customer Data and have sole responsibility for the accuracy, legality, and intellectual property rights in Customer Data. You represent and warrant that you have all rights, licenses, and consents required to grant aforementioned rights Customer Data to LuigisBox.

LuigisBox may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, or any other business purposes. You acknowledge and consent to such access.

LuigisBox does not collect, gather or process Personally Identifiable Data.


Fees

All fees paid under these Terms of Service ("Fees") shall be payable in Euros or USD. The applicable Fees are charged in advance on monthly basis, unless agreed otherwise between parties. Fees are paid either by (i) wire transfer within 30 days upon the issuance of LuigisBox's invoice or (ii) will be billed to Your credit card in advance. You authorize the card issuer to pay any amounts described herein and in your Plan and authorize Us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account. You agree to provide Us updated information regarding Your credit card account upon Our request and any time the information earlier provided is no longer valid.

The Fees for Plan automatically renew on a calendar monthly basis. Customer must cancel Plan before it renews in order to avoid Fees due under the next billing cycle.

Customer shall not be entitled to any refund of any Fees paid to LuigisBox. This no refund policy shall apply at all times regardless of Your decision to terminate your Plan, Our decision to terminate Your Plan, disruption caused to Service either planned, accidental or intentional, or any reason whatsoever. If Customer upgrades its Plan, the change in Fees will be effective immediately. If Customer downgrades its Plan, the change in Fees will be effective as of the commencement of the next billing cycle.

We may suspend or terminate Services if at any time we determine that your payment information is inaccurate or not current.

We reserve the right to update the price for the Services at any time, and price changes will be effective as of your next billing cycle. We will notify you of any price changes by publishing on our website, emailing, or invoicing you.

Any outstanding balance becomes immediately due and payable upon the termination Customer account.

Late payment bears an daily-accruing interest of 20 % per annum. Customer shall be liable for collection and legal costs arising from collection of late payment.

Unless and to the extent expressly indicated otherwise, listed fees and any amounts payable are net amounts exclusive of possibly applicable VAT, any other applicable taxes and charges imposed by any government entity in connection with Customer's use of the Service. Customer shall be liable for any such taxes and charges.


Trial period

LuigisBox may offer to Customer, during the registration process, a trial period during which Customer can access and use the Service on trial basis for free. ("Trial Period") Your right to Trial Period is not guaranteed for any period of time and We reserve the right, in Our sole discretion, to limit or terminate Your Trial Period. If You are using the Service on a trial basis, your Trial Period will terminate (i) 30 days after your registration to the Service, (ii) upon Your cancelation of Your Plan, (iii) upon Our termination of Your Plan (iv) or upon the number of Visitors on Your Website have reached the number as stated on LuigisBox website.

If You fail to cancel your Plan within the Trial Period, the Services shall automatically continue, You will thereafter be billed on a month-to-month basis unless and until You cancel your Plan or we terminate Your account or Plan. If Plan is not cancelled within Trial Period, the first billing cycle starts in calendar month during which the Trial period expired. In the first billing cycle, You will be charged only for days your Trial Period expired up until the first day of the following calendar month. We may modify or discontinue any trials or promotions at any time without notice.


Termination

LuigisBox, in its sole discretion and for any or no reason, may terminate your account or any part, such as Plan, thereof. Any termination of your account to the Service may be without prior notice, and you agree that LuigisBox will not be liable to You or any third party for such termination.

You can terminate your account or cancel your particular Plan via the cancellation link provided on the LuigisBox website, accessible after logging in to your account administration on LuigisBox website.

Upon termination of your account, (i) you will immediately lose all access to the Service and any data or information stored in your account; (ii) LuigisBox delete your account and all your Customer Data; (iii) You shall remove LuigisBox script from all your Websites.

Upon cancelling your Plan, (i) LuigisBox delete all your Customer Data related to cancelled Plan; (ii) You shall remove LuigisBox script from Website related to cancelled Plan.

LuigisBox will not retain Your Customer Data or its part in order to enable You to reactivate Your terminated account or cancelled Plan.


Modifications

LuigisBox reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, including applicable fees. In such event, if you are a paid user to the Services, LuigisBox will provide notice to you. If you do not agree to the changes after receiving a notice of the change to the Services, you may stop using the Services. Your use of the Services, after you are notified of any change(s) will constitute your agreement to such change(s). You agree that LuigisBox shall not be liable to you or to any third party for any modification, suspensions, or discontinuance of the Services.

LuigisBox may modify this Terms of Service from time to time. Any and all changes to this Agreement may be provided to you by electronic means (i.e., via email or by posting the information on the LuigisBox website). In addition, the Terms of Service will always indicate the date it was last revised. You are responsible for regularly reviewing this Terms of Service. You are deemed to accept and agree to be bound by any changes to the Terms Of Service when you use the Services after those changes are posted.


Separate written agreement

If there is a conflict between terms and conditions of Terms of Service and terms and conditions of separate written agreement concluded between LuigisBox and Customer, terms and conditions of separate written agreement will take precedence.

If LuigisBox and You have concluded a separate written agreement regarding Your use of the Service, You agree not to disclose the terms and conditions of such agreement to any third party.


Confidential Information

Confidential Information means any information disclosed by one party to another under this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including documentation, business and marketing plans, technology and technical information, product designs, and business processes.

Neither party which receives Confidential Information ("Recipient") from the other party ("Discloser") under this Agreement shall disclose Discloser's Confidential Information to any third party, nor use the Discloser's Confidential Information for any purpose other than as expressly contemplated by this Agreement. Recipient shall use the same degree of care to protect Discloser's Confidential Information as it uses to protect its own Confidential Information, but no less than reasonable care, to prevent its unauthorized disclosure, use, or publication. Recipient may disclose Discloser's Confidential Information only to those of Recipient's employees, contractors, or other agents who have a need to know such Confidential Information.

The parties' duty to protect Confidential Information hereunder shall survive any expiration or termination of this Agreement, and shall extend for a period of five (5) years from the date of disclosure of the Confidential Information, except for any source code, which shall be protected in perpetuity.

Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is already known to the Recipient prior to disclosure by the Discloser; (ii) becomes publicly available without fault of the Recipient; (iii) is rightfully obtained by the Recipient from a third party without restriction as to disclosure; or (iv) is approved for release by written authorization of the Discloser.

A Recipient may disclose Confidential Information to the extent required by a valid order of a court, or governmental or administrative agency, provided that the Recipient has given the Discloser prior written notice of such order and provides reasonable assistance so as to afford the Discloser the opportunity to object or seek protective relief.


Security.

LuigisBox uses commercially reasonable efforts to protect your information and Client Data from loss, misuse and unauthorized access, disclosure, alteration and destruction. By using the Service, Customer agrees to transfer, processing, and storage of Customer Data in compliance with applicable laws.


Compliance with laws.

In connection with the access and use of the Service under this Terms of Service, parties agree to comply with all applicable laws, rules and regulations including, but not limited to export, privacy, and data protection laws and regulations. If necessary and in accordance with applicable law, We will cooperate with local and international government authorities with respect to the Service. Notwithstanding any other provision in these Terms of Service, We may immediately terminate the Terms of Service for noncompliance with applicable laws.


Publicity

LuigisBox may use general information (such as the name and/or logo) related to You and the Website in its marketing of the Service pursuant to good business practises. You may present Yourself on the Website and in public as LuigisBox Customer pursuant to good business practises.


Your Indemnification of LuigisBox

You shall defend, indemnify and hold harmless LuigisBox and its officers, directors, shareholders, and employees, from and against all claims, suits, proceedings, losses, liabilities, and expenses, whether in tort, contract, or otherwise, that arise out of or relate, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Terms of Service or any activity by you in relation to the LuigisBox websites or Your access or use of the Service.


Limitations on Luigisbox's Liability

LuigisBox shall in no event be responsible or liable to you or to any third party, whether in contract, warranty, tort (including negligence) or otherwise, for any indirect, special, incidental, consequential, exemplary, liquidated or punitive damages, including but not limited to loss of profit, revenue or business, arising in whole or in part from your access to the LuigisBox websites, your access or use of the Services, or this Terms of Service, even if LuigisBox has been advised of the possibility of such damages. Notwithstanding anything to the contrary in this agreement, LuigisBox's liability to you for any cause whatever and regardless of the form of the action, will at all times be limited to a maximum of €500.00 (five hundred Euro) orthe amount paid by You to LuigisBox hereunder during the twelve months prior to the event giving rise to liability.


Severability

Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect.


Independent Contractors

Nothing in this agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between LuigisBox and Customer. LuigisBox is not acting as Your representative or agent with respect to the Service. The relationship between LuigisBox and You is one of independent contractors.


Disclaimer of Representations and Warranties

The sites, services, information, data, features, and all content and all services and products associated with the Service or provided through the Service or/and LuigisBox website are provided to you on an "as-is" and "as available" basis. LuigisBox makes no representations or warranties of any kind, express or implied, as to the content or operation of the site or of the services. You expressly agree that your use of the services is at your sole risk.


Entire Agreement

This Terms of Service (together with a possible separate written agreement referring to and incorporating these terms and conditions) constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter of the Terms of Service.


Assignment

Neither these Terms of Service, nor any rights, licenses nor any obligations hereunder, may be assigned by Customer to any third party without the prior written consent of LuigisBox.


Governing law and Resolution of Disputes.

The agreement and services will be governed by the law of the Slovak Republic except for its conflicts of laws principles. All claims arising out of or related to this agreement or the services must be litigated exclusively in the courts of the Slovak Republic, and the parties consent to venue and personal jurisdiction there.