General Terms and Conditions (v15.12.22)
By signing a commercial quote and/or by accessing or using Verbolia’s platform (app.verbolia.com/) (the “Platform”) you will be considered as having read, understood and agreed to be bound by the present General Terms and Conditions (together with the Specific Terms of Sale present in the commercial quote defined as the “Agreement”). This Agreement applies to all Clients (as defined in the Specific Terms of Sale), visitors, users and others who access the Platform (“Users”).
1. Verbolia’s Services
Services – Verbolia allows Users to create, operate and maintain landing pages (“User Pages”) for their activities. The scope of Services provided by Verbolia to its Users is defined in the Specific Terms of Sale. The provision of such Services is qualified as an obligation of means and not as an obligation of result.
License – Subject to the terms and conditions of this Agreement, Clients are hereby granted a non-exclusive, limited, non-transferable license to use the Platform as permitted by the features of Verbolia. Verbolia reserves all rights non expressly granted herein.
Accounts – Clients’ account on the Platform gives them access to the services and functionality that Verbolia may establish and maintain. Verbolia may maintain different types of accounts for different types of Users. Users may never use another user’s account without permission. When creating their account, Clients must provide accurate and complete information and must keep this information up to date. Clients are solely responsible for the activity that occurs on their account and must keep their password secure. Verbolia will not be liable for any losses caused by any unauthorized use of their account. Clients may control their user profile and how they interact with Verbolia by changing the settings on their settings page.
2. Verbolia’s Rules
When using the Platform, Users agree not to: (a) upload or transmit pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, or otherwise inappropriate content; (b) use the Platform in any manner that infringes, violates or misappropriates any third party’s intellectual property or proprietary rights; (c) use the Platform in any manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities; (d) use the Platform in any manner that is libellous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy; (e) modify the Platform in any manner or form, or use modified versions of the Platform, including but not limited to for the purpose of obtaining unauthorized access to Platform; (f) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the access to the Platform to any third party; provide time sharing or similar services for any third party; or use the Platform for any purpose other than your own internal business use; (g) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Platform.
3. Content and Intellectual Property
Clients’ IP – Clients shall own all intellectual property pertaining to their user content (the “User Content”) and to any other materials created by them, including to any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, code, interfaces, text and literary works. Verbolia does not claim ownership rights on User Content. For the sole purpose of granting the Clients with the Service, they are aware and agree that Verbolia will need to access, upload and/or copy their User Content to the Platform, including cloud services and CDN’s, to make display adjustments, to duplicate for backup and perform any other technical actions and/or uses required to perform the Services.
Verbolia’s IP – All rights, title and interest in and to the Services, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law are owned by and/or licensed to Verbolia. The Agreement does not convey any right or interest in or to the Verbolia’s intellectual property rights, except only for the limited license expressly granted above.
Fees – Financial conditions of the Services are provided under the Specific Terms of Sale (the “Fees”). All Fees are exclusive of all taxes, levies or duties imposed by taxing authorities. Clients shall be responsible for payment of all applicable taxes relating to the use of the Services.The Fee for each renewal period shall increase by up to seven percent (7%) above the Fee applicable in the immediately preceding period, unless Verbolia otherwise notifies the Client at least sixty (60) days prior to the start of the applicable renewal period. Any discount provided by Verbolia on the Fee for any period shall apply for that period only, and renewal of a Service provided for a discounted Fee shall be at a Fee based on Verbolia’s applicable list price in effect at the time of the renewal.
Invoices – Each invoice will be issued in electronic form and will be made available to Clients via their user account and by e-mail. Invoices shall be deemed to have been accepted unless a detailed written objection has been made by Client within (eight) days following receipt of the invoice. Any objection from Client after that period will no longer be taken into consideration by Verbolia.
Failure to pay – In case of failure to pay an invoice for any reason whatsoever, in part of in full, one month after its deadline, the invoice will be subjected to interest charges at the rate of 1.5% per month (but no more than the maximum rate allowed by applicable law) and without prior formal notice. If the amount of the invoice has not been paid within 8 (eight) days after the mailing of formal notice, the amount of the invoice will be raised by 10% with a minimum of 50 euro to cover a part of costs incurred due to the late payment. In addition, Verbolia reserves the possibility to suspend all Services to the Client until full payment of outstanding debts is received, including late penalties and interest charges.
By Client – Client may decide to terminate the Agreement at any time through a formal notice addressed to Verbolia. The effective date of termination will be the one provided by the Client in its termination notice. Notwithstanding such termination, Fees will remain due to Verbolia until the end of the contractual period of time (defined under the Specific Terms of Sale) during which the notification of termination has been issued, without prejudice to the timing of formal notice provided in the Specific Terms of Sale.
By Verbolia – Failure to comply with any of the provision of the Agreement (including the payment of the Fees) shall entitle Verbolia, without any prior notice, to suspend (until full payment is made) or terminate the Agreement and Services. Notwithstanding such suspension or termination of the Agreement and Services by Verbolia, Fees will remain due by Client until the end of the contractual period of time (defined under the Specific Terms of Sale) during which the notification of termination/suspension has been issued.
Loss of data, User Content and capacity – If the Agreement is terminated (whether at the request of the Client or at Verbolia’s request), it may cause or result in the loss of certain User Content, features or capacity of the user account. Verbolia shall not be liable in any way for such losses nor for saving a backup of the user account or User Content. Additional Fees may apply to re-activation of a user account and/or Services following their termination, as determined by Verbolia in its sole discretion.
7. Third party services
Third Party Services – The Platform enables Clients to engage and procure third party services, products and tools for enhancing user’s account, third party applications, third party licenses content, media distribution services, etc. (the “Third Party Services”).
Clients acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to Clients, Verbolia merely acts as an intermediary platform between Clients and such Third Party Services, and does not in any way endorse any such Third Party Services, or shall be in any way responsible or liable with respect thereto. Verbolia will not be a party to, or in any way be responsible for monitoring, any interaction between Clients and any Third Party Services. Any and all use of such Third Party Services shall be done solely at the Clients’ risk and responsibility, and may be subject to such legal and financial terms which govern such Third Party Services.
Services “As Is” – Verbolia provides the Services on an “As Is”, “with all faults” and “As Available” basis, without any warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, or any other warranty – all to the fullest extent permitted by law. Verbolia specifically does not represent nor warrants that the Services (or any part, feature or Content thereof) are complete, accurate, of any certain quality, reliable or secure in any way, suitable for or compatible with any of the Clients’ (or their end users’) contemplated activities, devices, operating systems, browsers, software or tools (or that they will remain as such at any time), or comply with any laws applicable to Clients or their end users, or that their operation will be free of any viruses, bugs or other harmful components or program limitations.
Not a Publisher – Notwithstanding anything to the contrary in the foregoing, in no circumstances may Verbolia be considered as a “publisher” of any User Content, does not in any way endorse any User Content, and assumes no liability for any User Content uploaded, posted, published and/or made available by any User or any other party on and/or through the Platform, for any use by any party, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that Clients or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any User Content. Furthermore, Verbolia shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing User Content Clients or any other party may encounter.
9. Limitation of liability
Exclusion of liability – To the fullest extent permitted by law in each applicable jurisdiction, Verbolia, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to Clients and/or Users for any indirect, incidental, special, punitive, exemplary or consequential damages whatsoever. Furthermore, Verbolia shall not be liable for any damages resulting from (1) any personal injury or property damage related to the use of the Platform; (2) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; (3) any interruption or cessation of transmission to or from the Platform; (4) the use or display of any content or User Content posted, emailed, transmitted, or otherwise made available via the Platform; (5) events beyond the reasonable control of Verbolia, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or (6) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to use any or all of Services.
Liability cap – Furthermore, the liability of Verbolia towards Clients and/or Users will in any case not exceed the amount paid for the Services by the concerned Client for the last three months.
Verbolia may, in its sole discretion, modify or update these General Terms and Conditions Agreement from time to time, Clients will be notified accordingly. The Client continued use of the Services after any such change constitutes its acceptance of the new General Terms and Conditions.
10.2 Entire agreement
The Agreement, shall constitute the entire agreement between Client and Verbolia concerning the subject matter hereof or thereof, and supersedes any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Verbolia and Client.
Verbolia may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the Services without Client’s consent or prior notice to the Client. Client may not assign or transfer any of its rights and obligations hereunder without the prior written consent of Verbolia. Any attempted or actual assignment thereof without Verbolia’s prior explicit and written consent will be null and void.
10.4 Governing law and jurisdiction
The Agreement is governed by Belgian law, to the exclusion of all other legislation.
Where no amicable solution can be found, any dispute relating to the interpretation and performance of the Agreement shall come under the exclusive jurisdiction of the Courts of Brussels.