Appmify General Terms and Conditions
For Labely APP services under the pricing plans
This Agreement consists of these General Terms and Conditions, the applicable Service Specific Terms (if any) and any additional terms Appmify presents when you access a Service. The Agreement takes effect when User accepts these General Terms and Conditions or accesses or uses a Service, the earlier. You must be 18 years or older and able to form a binding contract with Appmify to use the Services. The individual who accepts these General Terms and Conditions represents that they are authorized to enter into this Agreement on behalf of User. Capitalized terms have the meanings given under Definitions.
1 License to use Labely APP (from Appmify)
1.1 License grant. Subject to User's compliance with this Agreement, Appmify grants to User a nonexclusive and limited license to access and use the Services. The licenses are non-transferable except as expressly permitted under this Agreement or applicable law.
1.2 Services. Services are provided "AS-IS", "WITH ALL FAULTS" and "AS AVAILABLE". Appmify may change or discontinue Services at any time without notice. Appmify may provide additional terms that apply to User's use of updates, new features, or related software.
1.3 Compliance with laws. User's use of the Services must not violate any applicable laws, including copyright or trademark laws, export control laws and regulations, including laws and regulations in its jurisdiction.
1.4 Reservation of rights. Services are protected by copyright and other intellectual property laws and international treaties. Appmify reserves all rights not expressly granted in this Agreement, and no rights are granted or implied by waiver or estoppel.
1.5 Feedback. Feedback by User is optional and voluntary. Feedback may be used by Appmify for any purpose without obligation of any kind as long as the User's confidential information remains confidential.
1.6 Restrictions. Unless expressly permitted in this Agreement or by law, User may not:
(a) reverse engineer, decompile, or disassemble any Service, or try to do so;
(b) run, upgrade or downgrade, or transfer parts of a Service separately at different times or on different devices;
(c) install, use, or distribute other software or technology in any way that makes Appmify's intellectual property or technology subject to any other license terms;
(d) work around technical limitations in a Service or restrictions in Service documentation; or
(e) sell, rent, lease, sublicense, distribute or lend any Services to others, in whole or in part, or host Services for use by others.
2 Use of Appmify Services
2.1 License to Suggestions. Subject to the terms of this Agreement, Appmify hereby grants the User a worldwide, non-exclusive, sublicensable, transferable, perpetual and irrevocable right to use, market and have marketed, distribute and have distributed any Suggestion, as a standalone Content or embedded in a User Content.
2.2 Content Guidelines. Your use of a Service is subject to the Content Guidelines.
2.3 Personal Data. User Content shall not include any personal data. User and Appmify will comply with applicable data protection laws.
3 Indemnity, Disclaimer of warranty and Limitation of liability
3.1 Indemnity. User will defend, indemnify, and hold harmless Appmify, its affiliates, and personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to User's use of the Services, including User Content, products or services you develop or offer in connection with the Services, and User's breach of this Agreement or violation of applicable law.
3.2 Disclaimer. THE PRODUCTS MESSAGES, STOCK AVAILABILITY AND ANY OTHER CONTENT ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, Appmify AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE PRODUCTS, SUGGESTIONS, AND ANY OTHER CONTENT, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE PRODUCTS, SUGGESTIONS, STOCK AVAILABILITY AND ANY OTHER CONTENT WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
3.3 Limitations of Liability. NEITHER WE NOR ANY OF Appmify'S AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR US $100. THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
4 Pricing and payment
4.1 Fees. User agrees to pay fees charged to User account according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. Appmify has the right to correct pricing errors or mistakes even if it has already issued an invoice or received payment. User will provide complete and accurate billing information including a valid and authorized payment method. Appmify will charge User's payment method on an agreed-upon periodic basis but may reasonably change the date on which the charge is posted. If payment cannot be completed, Appmify will provide User with written notice and may suspend access to the Services until payment is received. Fees are payable in US dollars and are due upon invoice issuance. Payments are non-refundable. Appmify will invoice according to the billing model described in the applicable pricing page, or as otherwise agreed between us in writing.
4.2 Late payment. If User fails to pay fees on time, Appmify has the right to charge 2% monthly interest on past due amounts as allowed by law. Appmify also has the right to charge User for all expenses of recovery, to terminate User's access to Services and to take any other action at law.
4.3 Taxes. User is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Appmify's net income) that are imposed or become due in connection with this Agreement. If any taxes are required to be withheld on payments invoiced by Appmify, then the amounts due to Appmify shall be increased such that Appmify will receive the amount it would have received had User not made any such withholding.
5 Term and termination
5.1 Term. This Agreement takes effect when you first use the Services and remain in effect until terminated. You may terminate this Agreement at any time for any reason by discontinuing the use of the Services and Content. We may terminate this Agreement for any reason by providing you at least 30 days' notice. We may terminate this Agreement immediately upon notice to you if you breach this Agreement, if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests.
5.2 Effect on Termination. Upon termination, you will stop using the Services. The sections of this Agreement which by their nature should survive termination or expiration should survive, including but not limited to Sections 3, 6 and 7.
6.1 DMCA Notice. Appmify respect the intellectual property rights of others and expect its users to do the same. If you believe that your copyrighted work has been copied and is accessible on our online service in a way that constitutes copyright infringement, please notify us as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA") by providing the following information:
(a) A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
(b) Identification of the copyrighted work claimed to have been infringed;
(c) Identification of the material that is claimed to be infringing and where it is located on the Services;
(d) Your contact information, including your name, address, telephone number, and email address;
(e) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement, under penalty of perjury, that the information in the notification is accurate, and that you are authorized to act on behalf of the copyright owner.
The above information must be submitted to the following address:
Appmify - B-Ant Digital Solutions Zrt. / StudioRAO
Attn.: DMCA Notice
Felsőbalokány utca 4. 1. em 6.
Pécs 7626, Hungary / Amsterdam, The Netherlands
Upon receipt of a valid DMCA notice, we will take down the infringing content or material and take reasonable steps to notify the user responsible for posting the infringing material of the takedown. Repeat infringers may have their access to our Services terminated.
6.2 Independent contractors. The parties are independent contractors. User and Appmify may develop products independently without using the other's Confidential Information.
6.3 Amendments. Appmify may require User to accept revised or additional terms before accessing a Service. Any additional or conflicting terms and conditions presented by User are expressly rejected and will not apply.
6.4 Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. Any other assignment of this Agreement must be approved by the other party in writing. Such notification to Appmify shall be made to the account manager at Appmify. Any attempted assignment without required approval will be void.
6.5 Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.
6.6 Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.
6.7 No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.
6.8 Survival. All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement.
6.9 Notices. Notices to Appmify may be submitted via email to firstname.lastname@example.org. If User wishes to formally service notice on Appmify, it must be made to Appmify's place of business at:
Appmify - B-Ant Digital Solutions Zrt. / StudioRAO
Felsőbalokány utca 4. 1. em 6. /
Pécs 7626, Hungary / Amsterdam, The Netherlands
Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier confirmation of delivery. Notices to User will be sent to the individual at the address User identifies on its account as its contact for notices. User shall ensure its contact for notices is up to date during each renewal. Appmify may send notices and other information to User by email or other electronic form.
6.10 Applicable law and venue. This Agreement will be governed by and construed in accordance with the laws of the State of New York, USA and federal laws of the United States, without reference to principles and laws relating to the conflict of laws. Any legal action or proceeding will be brought exclusively in the federal or state courts located in the city of New York, NY, USA. The parties consent to personal jurisdiction and venue there. Each party irrevocably waives its right to trial of any issue by jury.
The above choice of venue do not prevent either party from seeking injunctive relief in any jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations.
The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement.
6.11 Appmify Affiliates and contractors. Appmify may perform its obligations under this Agreement through its Affiliates and use contractors to provide certain services. Appmify remains responsible for their performance.
7.1 Support. Appmify warrants that it will perform support in accordance with the SLA. User's remedies for breach of this warranty are described in the SLA.
7.2 Service warranty. Appmify's Service warranty above does not apply if (a) User fails to update a Service to the newest release, (b) someone other than Appmify modifies a Service or (c) User uses a Service in a manner unauthorized by the Agreement or Service documentation. The above warranty does not apply to Beta Products. The remedies above are User's sole remedies for breach of this Service warranty. User waives any warranty claims not made during the Subscription Term.
8.1 Existing NDA. If the parties have entered into a non-disclosure agreement, those terms apply instead of this confidentiality section.
8.2 Confidential Information. "Confidential Information" is non-public information in any form that is marked as "confidential" or that a reasonable person should understand is confidential. This includes, but is not limited to, Customer Content, the terms of this Agreement and Customer's account authentication credentials.
Confidential Information does not include information that:
(a) becomes publicly available without a breach of a confidentiality obligation;
(b) was received lawfully from another source without a confidentiality obligation; or
(c) is independently developed.
8.3 Protection of Confidential Information. Each party will take reasonable steps to protect the other's Confidential Information. A party will only use the other party's Confidential Information as part of the parties' business relationship. Neither party will disclose Confidential Information to third parties. A party may only share Confidential Information with a party's Representatives on a need-to-know basis, under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives. A party must promptly notify the other party if it discovers any unauthorized use or disclosure.
8.4 Disclosure required by law. A party may disclose the other's Confidential Information if required by law, but only after it notifies the other party (if legally permissible) so that the other party can seek a protective order.
8.5 Residual information. Neither party is required to restrict its Representatives in other work assignments if they have had access to Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law.
8.6 Duration of confidentiality obligation. These confidentiality obligations apply for a period of three years after a party receives the Confidential Information.
9.1 Limited warranties and remedies.
(a) Online Services. Appmify warrants that the Online Services will perform in accordance with the applicable SLA during Customer's use.
(b) Software. Appmify warrants that the Software will perform substantially as described in the applicable Product documentation for one year from the date Customer acquires a license for that version. If it does not and Customer notifies Appmify within the warranty term, Appmify will at its option (a) return the price Customer paid for the Software license or (b) repair or replace the Software.
(c) Support. Appmify warrants that it will perform Support in accordance with the SLA. Customer's remedies for breach of this warranty are described in the SLA. Appmify's warranty does not apply if (a) Customer fails to update a Product to the newest release, (b) someone other than a Appmify modifies a Product or (c) Customer uses a Product in a manner unauthorized by the Agreement or Product documentation. The remedies above are Customer's sole remedies for breach of this warranty. Customer waives any warranty claims not made during the warranty period.
9.2 Exclusions. The warranties in this Agreement do not apply to problems caused by accident, abuse, or use inconsistent with this Agreement, including failure to meet minimum system requirements. These warranties do not apply to Beta Products.
9.3 Disclaimer. Except for the limited warranties above and subject to applicable law, Appmify provides no other warranties. It disclaims any other express, implied or statutory warranties, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose
10 Term and termination
10.1 Term. This Agreement and any License provided hereunder is effective and will continue for the duration of the Subscription Term, unless terminated earlier by a party, as described below. Except as specified otherwise in an Order, the Subscription Term will automatically renew for additional periods of one year each, unless terminated in writing by the Customer at least 90 days prior to the renewal date.
10.2 Termination for cause. Without limiting other remedies, either party may terminate this Agreement for material breach immediately if the other party fails to cure a curable breach within a 30-day notice period. Upon such termination:
(a) All licenses granted under this Agreement will terminate immediately.
(b) All amounts due under any unpaid invoices will become due and payable immediately.
(c) If Appmify is in breach, Customer will be reimbursed for any prepaid unused fees.
10.3 Termination for regulatory reasons. Appmify may modify, discontinue, or terminate a Product in any country or jurisdiction where there is any current or future government regulation, obligation, or other requirement, that (1) is not generally applicable to businesses operating there; (2) presents a hardship for Appmify to continue offering the Product without modification; or (3) causes Appmify to believe these terms and conditions or the Product may conflict with any such regulation, obligation, or requirement. If Appmify terminates a subscription for regulatory reasons, Customer will receive, as its sole remedy, a reimbursement for any prepaid, unused subscription fees.
"Affiliate" means any legal entity that controls, is controlled by, or is under common control with a party. In this context control means ownership of more than a 50% interest in an entity.
"Beta Services" means Services provided for preview, evaluation, demonstration or trial purposes, or pre- release versions of the Services.
"Appmify" means Appmify - B-Ant Digital Solutions Zrt. / StudioRAO.
"Content" means text, data, software, images and any other materials that are displayed or otherwise made available through a Service.
"Content Guidelines" means the Appmify Content Guidelines available at Appmify.com
"User" means the individual or entity that has entered into this Agreement.
"User Content" means Content that User creates, owns, or to which User holds the rights, other than Suggestions.
"Feedback" means a comment or suggestion volunteered by a party about the other party's business, products or services.
"Online Service" means the Appmify-hosted service to which User may subscribe under this Agreement and access via Appmify's websites or API.
"Services" means all Online Services that Appmify offers, including Beta Services, updates, patches, bug fixes and support provided by Appmify.
"Service Specific Terms" means the additional product terms that apply to Services available under this Agreement.
"Representatives" means a party's employees, Affiliates, contractors, advisors and consultants.
"Stock Image" means Content offered to the User as part of the Service and explicitly marked as "Stock Image". Stock Image Content is made available by Appmify under license from third parties.
"Subscription Term" means the license period agreed between the parties and prescribed in the applicable pricing page, or as otherwise agreed between us in writing.
"Suggestions" means any Content or edit or modification of User Content or other output returned to you by a Service.