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The data of the company pursuant to Section 4 of the e-Commerce Act:
Name: Apptum Hungary Ltd.
Registered seat: H-1052 Budapest, Deák Ferenc tér 3. II. em.
E-mail: zoltan@apptum.com
Company registry: the Court of Registration of the Capital Court of Budapest, company registration number: 01-09-338308
Tax number: 25309722-2-41
Server Provider: Microsoft Ireland Operations Ltd.
Registered seat: One Microsoft Place, South County Business Park, Leopardstown, Dublin 18, D18 P521, Ireland
Privacy policy: https://www.microsoft.com/en-us/concern/privacy
These Software Services Agreement (hereinafter referred to as “SSA”) contains the terms and conditions of the current and any future use of the Heurio Organization Subscription plan of the intelligent online website development platforms provided by Apptum Hungary Ltd. (hereinafter referred to as “Apptum” or “Company”) on its Websites at https://www.heurio.co; https://heurio.app, and a Google Chrome Extension under the trade name of Heurio - UX Check & Visual Feedback Tool, or any future platforms (such as smartphone applications or any other tools, hereinafter collectively referred to as the “Platforms”).
The present SSA is applicable exclusively to such clients of Apptum, which concluded a service agreement or a purchase order by signing the order form (“Order Form”) with Apptum for the use of Heurio Organization (“Client”). Any contract for the use of Heurio Organization shall be concluded between business organizations, i.e. it could not be considered as a consumer contract.
Unless otherwise stipulated in the present SSA, the provisions of the General Terms and Conditions of the Platforms under https://www.heurio.co/terms-and-conditions (“GTC”) shall be applicable to all Clients and such terms not defined in the present SSA shall have the meaning stipulated in the GTC.
The Company shall have the right to unilaterally amend the SSA at any time by posting it on the Websites 11 (eleven) days prior to its entry into force, which shall be accepted by the Clients after further use of the Platforms.
The Company is a Hungarian legal entity. The Client acknowledges that Hungarian law should prevail during the use of the Platforms. The present SSA is also subject to Hungarian law. Apptum explicitly excludes the application of any foreign laws, except such legal acts which cannot be excluded.
Subject to the terms and conditions of the Order Form and the present SSA, Apptum hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license in the Territory, during the Order Term, for Users to access and use the Platforms in connection with Client’s internal business purposes. The Order Form shall include the maximum number of Users available to the Client during the Order Term (“Seats”).
The Client engages Apptum to provide the Seats and the use of the Platforms as services (software as a service) (“Services”). Apptum intends to provide the Client with a high quality of service. Apptum provides its services to the Client with due diligence. Apptum intends to provide the Client with 24/7 access to the Platforms, however any liability of Apptum is excluded in case any of the Platforms would be inaccessible for any period of time or from any geographical locations.
Client is obliged to pay the Services Fee and all other payments set out in the Order Form in full and on time. In case Client does not pay the Services Fee in full and on time, the Company is entitled to suspend the Services.
The Client undertakes to abide by the GTC regarding the use of the Platforms. The Client undertakes furthermore to select an Organization Admin within three (3) working days after the conclusion of the Order Form.
Client ensures that any User, future User or any other third person that has access or may have access to the Platforms on behalf of Client acknowledges and adheres to the present SSA and Apptum’s GTC.
The Client accepts and agrees that the Company may use sub-contractors with regards to the performance of the present agreement.
The aim of the Platforms is to provide Users with website review related tools and solutions. The prerequisite for the use of the Platforms is the registration of the User, during which the Service Provider’s GTC must be accepted and the User agrees to the processing of his/her personal data in accordance with the Service Provider’s Privacy Policy. Thereafter, the User is entitled to use the Platforms on its own devices.
The Client must select at least one User, who will have admin rights within the Client’s centralized teams on the Platforms (hereinafter “Organization Admin”). The Organization Admin may appoint further Users as additional Organization Admin and Client expressly accept the appointment of such Organization Admins. The Organization Admin has the right to assign Seats and to remove a User from a Seat within the Client’s centralized teams (hereinafter “Organization”) on the Platforms. A User that is occupying a Seat within the Organization could be removed by the Organization Admin at any time, without justification and prior notice during the term of this agreement.
The Organization Admin manages the Users within the Client’s Organization. This includes that, the Organization Admin can create and delete teams, add and remove Users from teams within the Client’s Organization. Furthermore, the Organization Admin has access to all projects and can share projects and works of other teams and others with the team.
Apptum reserves the right to prohibit any use or abuse of the Platforms by anyone who has infringed its intended use, in particular those who have misused the information contained in the application, or who rendered the use of the application impossible or made any related attempts.
Registration cannot be performed using an email address that has been previously registered in the Platforms for identification purposes.
The Client and the Users are specifically restricted from all of the following:
enabling or allowing others to use the Platforms with their login credentials;
using the Platforms in any way that is or may be damaging to the Platforms;
using the Platforms in any way that impacts user access to the Platforms;
using the Platforms in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;
using the Platforms in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
using the Platforms to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
conducting any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;
Users must ensure that all the information supplied to Apptum in relation to the Platforms, is true, accurate, current, complete and non-misleading.
It is the responsibility of the User to maintain the confidentiality of the password provided upon registration. In order to protect the confidentiality of passwords, the Company will take all the technical measures expectable to prevent their disclosure but will exclude any liability for damages caused by negligent use or events beyond its control.
The Company shall have the right to terminate the User's right of access and to cancel his/her registration and the information recorded by the User in the Platforms without justification and prior notice. The Company reserves the right to change or delete the functions, operation or appearance of the Platforms, or to suspend or terminate the operation of the Platforms any time.
The Company shall have access to all data provided by the Client and any User, except for the user password processed separately. Client and User agrees that their data will be processed by the Company in an aggregated or anonymized way for statistical purposes or for further development of the Platforms or transferred to third parties as described by the Privacy Policy.
The Client and the User agrees that the Company will send information or notification letters to their registered e-mail address concerning information related to the Platforms. Such notification of the Client or Users is not considered to be advertisement. During registration, the User may give his/her consent to receiving messages having marketing purposes, in which case Apptum can provide regular information to the User about new functions, services and possible promotions available in the Platforms.
The Client expressly acknowledges that the Heurio extension is currently only accessible from Google Chrome browser and that Heurio web application requires the use of the latest official release of Google Chrome, Safari or Firefox browsers.
Projects or any other data from the Platforms may only be downloaded or extracted in PDF or CSV format. Apptum does not provide any other database solutions, which would enable the extraction of data from the Platform in a structured manner.
Apptum will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Platforms, and related systems and technologies, and Apptum will be free (during and after the Order Term) to use such data and information in a de-identified and aggregated form to maintain, improve, and enhance Apptum’s products and services.
In consideration of the Services to be rendered by Apptum, the Client is obliged to pay the Total net price as consideration to Apptum (“Service Fee”). The Total net price is due according to the Payment Terms of the Order Form and shall cover the consideration for the Services for the Initial Term. Unless otherwise specified in an Order Form, all Service Fees are stated and solely payable in U.S. Dollars. All Service Fees are non-cancelable and non-refundable (except as otherwise expressly set forth in this SSA), and are not subject to setoff. Client is solely responsible for any bank fees, interest charges, finance charges, overdraft charges, and any other fees Client incurs as a result of the charges billed by Apptum.
In case of automatic renewal of the Services, Apptum is entitled to the Total net price covering the Renewal Term. Payment Terms of the Order Form apply for the Renewal Term as well. If the Order Form renews, Apptum may change the fees applicable to the Renewal Term by providing Client with at least 30 days’ written notice of the new fees before the end of the then-current Order Term. For clarity, any change in fees will not apply to the then-current Order Term.
The Service Fee is exclusive of VAT (if applicable), which will be recharged to Client at cost. Past due invoices will be subject to interest charges. In the event that Client fails to pay the full amount owed under an Order Form, Apptum may limit Client’s access to the Platforms, in addition to any other rights or remedies the Company may have.
Any taxes occurring as a result of executing the Services shall be governed by the related tax laws and regulations of Hungary and the home country of the Client. Both the Company and the Client have the obligation of paying taxes, if any, as per the tax law and regulations of their home countries unless otherwise agreed by both parties.
Except as expressly provided for in the present SSA, to the fullest extent permitted by applicable law, the Company (a) does not make any other warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of fitness for a particular use, noninfringement, or error-free or uninterrupted use of Services; and (b) makes no representation about content, personal data or information made accessible through the Services.
In no event shall the aggregate liability of each Party together with all of its affiliates arising out of or related to this agreement exceed the total amount paid by Client hereunder for the services giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability.
In no event will either Party or its affiliates have any liability arising out of or related to this agreement for any lost profits, revenues, goodwill, data, personal data or indirect, special, incidental, consequential, cover, business interruption, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.
Client will defend Apptum from any claim based on customer materials or use of the Platforms by the Client (or Users of the Client Organisation) in violation of the SSA, and Client will indemnify Apptum from any losses resulting from any such claim.
If Apptum (Indemnified Party) becomes aware of any indemnifiable claim, Apptum will give the Client (Indemnifying Party) written notice of the claim as soon as reasonably practicable. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense or settlement of the claim, and will allow the Indemnifying Party to have sole control of the defense or settlement. Subject to the prior sentence, the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such claim. The Indemnified Party is not required to admit liability, except as required by applicable law, and any compromise or settlement of a claim requiring the Indemnified Party to admit liability or to pay any money will require the prior written consent of both parties, such consent not to be unreasonably withheld or delayed.
Confidential Information means any design, specification, idea, concept, plan, copy, formula, drawing, procedure, business process, organizational data, customer or supplier lists, Client Data, or other business, financial or technical information, that Client, holds confidential or considers proprietary whether oral, written or viewed by inspection, that is obtained as a result of services rendered by Apptum in connection with the Services.
Apptum may receive Confidential Information from Client or create Confidential Information as a result of Services, and any such Confidential Information is and shall be owned by Client. Apptum agrees to take all necessary steps to protect any Confidential Information with at least the same degree of care that Apptum uses to protect its own confidential and proprietary information of like kind, but not less than reasonable care. Apptum shall not use Confidential Information other than to perform Services in accordance with the present SSA. Apptum shall not disclose any Confidential Information to any third party, other than its own employees and sub-contractors who require access to the Confidential Information in order to perform Services and who are bound by confidentiality obligations no less restrictive than those contained in this Article.
The obligation of confidentiality hereunder shall not apply to information that: (i) was already in the possession of Apptum without restriction on its use or disclosure prior to the receipt of the information from Client; (ii) is or becomes available to the general public through no act or fault of Apptum; (iii) is rightfully disclosed to Apptum by a third party without restriction on its use or disclosure; (iv) is independently developed by employees and/or consultants of Apptum who have not had access to the Confidential Information; or (v) is required to be disclosed pursuant to a judicial or governmental decree or order, provided that Client is given prompt notice of and the opportunity to defend against disclosure pursuant to such decree or order.
The requirements of this Article shall survive the termination of the Order Form for a period of five (5) years.
Except as expressly stated in the present SSA or in any Order Form, the present SSA does not grant either party any rights, implied or otherwise, to the other’s content, data, or Intellectual Property. As between the parties, the Client retains all Intellectual Property Rights in Client Data and Users’ Data, and Apptum retains all Intellectual Property Rights in the Services.
Client has received and acknowledged the contents of Apptum’s Privacy Policy. Client ensures that any User, future User, or any other third person that has access or may have access to the Platforms on behalf of Client acknowledges and adheres to the contents of Apptum’s Privacy Policy. Apptum only processes personal data in accordance with its Privacy Policy.
Apptum and the Client may use the other party’s Brand Features in connection with this SSA only as permitted in this SSA. Client may state publicly that it is a Heurio customer and display Heurio Brand Features. Apptum may (a) orally state that Client is a Heurio customer and (b) include Client’s name or Client’s Brand Features in a list of Heurio customers in Apptum’s promotional materials. A party may revoke the other party’s right to use its Brand Features with written notice to the other party and a reasonable period to stop the use.
To the extent that Client or any of the Users of the Client’s Organisation gives Apptum feedback, comments, or suggestions concerning the Platforms or other services provided by Apptum (“Feedback”), Client hereby grants Apptum a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, fully paid license to use and exploit the Feedback without payment, attribution, or restriction. The portions of Feedback that are about the Platforms and do not identify the Client or the User will not be considered Client’s Confidential Information.
This SSA shall be effective from the Subscription Start Date of the respective Order Form. This SSA is concluded for a one (1) year fixed term as Initial Term if not stipulated otherwise by the Order Form. The Order Term will automatically renew for additional periods of one year unless either Party gives the other written notice (e-mail acceptable) at least thirty (30) calendar days prior to the end of the relevant fixed term. The termination of any Order Forms does not mean the automatic termination of other on-going Order Forms.
No Order Form may be terminated with immediate effect and without justification. Order Forms may only be terminated at the end of the relevant fixed term with thirty (30) calendar days written notice. Either party may terminate an Order Form upon written notice to the other party, if the other party materially breaches the SSA and such breach is incapable of cure, or with respect to a breach capable of cure, the breaching party does not cure such breach within 30 days of receiving notice of it. Either party may terminate or suspend an Order Form upon written notice to the other party without a cure period if the other party breaches any of the terms relating to such party’s intellectual property rights or Confidential Information.
In case Client terminates any Order Form in breach of Article 11. Apptum is entitled to retain the amounts paid by Client in accordance with Paragraph 6:213. Section 2 of the Civil Code.
No modification or amendment of any Order Form or provision hereof shall be binding upon any party unless made in writing or confirmed in writing by its duly authorized representatives.
No party will be liable to another if it fails to meet its obligations due to force majeure events or matters beyond their reasonable control.
This Agreement shall be governed by and construed in accordance with the laws of Hungary.
In relation to any legal action or proceeding to enforce this Agreement or dispute arising out of or in connection with this Agreement, the parties shall seek to resolve such dispute amicably.
If no amicable solution can be found the dispute shall be settled as follows. In the event of any dispute arising from or in connection with the present agreement, so especially with its breach, termination, validity, or interpretation, the parties exclude the state court procedure and agree to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings). The number of arbitrators shall be three and the language to be used in the arbitral proceedings shall be English. The parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration. In order to settle the legal dispute, the Hungarian substantive law shall apply, excluding its private international law rules.
If any of the provisions of this SSA or any Order Forms are held invalid, such provisions shall be deemed severed and the remaining provisions shall remain in full force and effect.
No waiver of any breach of this SSA shall be deemed to be a waiver of any other or any subsequent breach. The failure to enforce at any time any of the provisions of this SSA shall in no way be interpreted as a waiver of such provision.
All notices to be given, and all payments by cheque to be made hereunder, shall be given or made at the respective addresses of the parties as set forth in the respective Order Form unless notification of a change of address is given in writing.
Apptum: Contact identified in the Order Form
With a copy to: invoices@heurio.co
Customer: Contact identified in the Order Form
Notices shall be deemed to have been given within 10 days of being posted by registered letter.
Administrative and operational matters during the present Agreement can be resolved by means of e-mail communication. Any of the registered e-mail addresses of the Organization Admins are authorized e-mail addresses of the Client.
The parties of the present SSA are independent contractors. No agency, partnership, joint venture, employment, or formal business organization of any kind is created by this SSA or by any Order Forms and neither party shall have the authority to bind the other.
This document will not be filed, it will only be concluded electronically, will not be retrieved later, will not refer to a code of conduct. Do not hesitate to contact us in case of questions related to the operation and ordering process of the Platforms.
Apptum Hungary Ltd.
Dated: Budapest, October 1st 2023
