This Agreement (the "Agreement") describes the "Terms and Conditions of Use" ("T&Cs") under which Calvi Systems SL ("Calvi Systems" or "We"), with offices at calle Tramontana, 39-3C, 28223 Pozuelo de Alarcón, Spain, offers access to its Services through the www.exxpertevents.com or www.exxpertapps.com websites ("Websites"). This Agreement is between Calvi Systems and each individual ("You") who accesses any of the Services or any entity and its affiliates ("Client") who has entered an Order Form with Calvi Systems. This Agreement is effective the moment You click on the "I Accept" button in the window called "Acceptance of Terms & Conditions of Use" or any other window and button with the same name but in any other language. If you are entering into this Agreement on behalf of a Client and your are entitled to bind the Client to these T&Cs, in this case the terms "You" and "Yours" shall refer to such a Client. By accessing any of the Websites or any content found in the Websites or by using any of the Services, You agree to comply with and to be bound by these T&Cs. If You are entering into this Agreement on behalf of any legal entity, You confirm that You are entitled to accept these T&Cs on behalf of such a legal entity. If You don't understand these T&Cs or if You don't agree to these T&Cs or if You are not entitled to accept these T&C on behalf of a legal entity and its affiliates, You should not access these Websites or use these Services. You may not access these Websites or the Services if You are a direct competitor of Calvi Systems, except if You have a written permission from Calvi Systems. In addition, You may not access the Services for monitoring purposes of any kind (availability, functionality, performance, etc.).
2.0 Order Forms
3.0 License Grant
4.0 Free Trial
5.0 Contracted Services
6.0 General Use of the Services
7.0 Use of the Services to Send E-Mails
8.0 Use of the Services to Publish Offerings
9.0 Use of the Services to Contract Offerings
10.0 General Considerations About Our Services
11.0 Technical Support Services
12.0 Management of Your Data
13.0 Proprietary Rights
15.0 Protection of Personal Data
16.0 Representation and Warranties
17.0 Limitation of Liability
22.0 General Provisions
"Buyer" means an individual or a company that has received access to the Services provided by the Project Organizer and that buys products or services from the Project Organizer using the sales and auctioning functions of the Services.
"Confidential Information" means any information in any form which We or You consider confidential and is clearly stated as "Confidential" in this Agreement or marked as "Confidential" in future. Confidential Information is not any information which becomes available in public without the breach of obligation of any of the parties of this Agreement.
Services" means the set of individual Services which
have been contracted by Project Managers or Providers by
entering an Order Form with Calvi Systems.
"Cookies" mean a small piece of data which is stored by ExxpertApps on the users's Internet browser to remember important usability aspects of the user's activity with ExxpertApps.
- The enterprise application software in its Beta version
(owned, distributed, and operated by Calvi Systems SL),
which can be accessed online and used through the Websites.
ExxpertApps includes all the functionality of the product
previously called ExxpertEvents plus some additional
means the written agreement entered between You or the
Client and Calvi Systems describing the terms and conditions
for use of the Services.
the combined set of information which a Provider places in
ExxpertApps to receive orders from Project Managers through
means a list of providers and their respective offerings
which Project Organizers can see in ExxpertApps when they
are doing online procurement.
means a Client that has entered into an
Order Form to contract the use of the Services with the
purpose of organizing any type of project (which could be in
the areas of development, marketing, sales, support or
means all the ExxpertApps services that You can access and
use when You log in at the Websites and use the ExxpertApps
a Client that has entered into an Order Form to contract the
use of the Services with the purpose of publishing offers in
the Online Catalog to receive requests for proposals and
receive orders from Project Managers through ExxpertApps.
Support Services" means all those services which We
provide to You to help You resolve usability questions and
errors related to the Services.
the persons who are authorized to use the Services and have
received an individual and personal Identifier ("ID") and a
password. either on a free trial basis or under the terms
and conditions of an Order Form.
or "Our" means Calvi Systems, one of the parties that
is accepting the terms and conditions of this Agreement.
"You" or "Your"
means the individual or the Client, the other party that is
accepting the terms and conditions of this Agreement.
"Your Data" means any information that belongs to You and that is stored in ExxpertApps.
These T&Cs are incorporated into each Order Form. This Agreement and the Order Form together comprise a binding agreement between Calvi Systems and You..
Grant. Subject to the terms and
conditions of this Agreement, Calvi Systems provides You a
temporary, non-exclusive and non-transferable license to:
(i) use the Contracted Services as agreed in the Order Form;
(ii) or use some of the Services (selected by Calvi Systems
individually for You) on a free trial basis.
Approved Browsers. You may only use these Services with the Internet browsers which have been approved by Calvi Systems, such as Internet Explorer (Version 7 or higher), Mozilla Firefox (version 8 or higher), Chrome (Version 18 or higher), and Safari (Version 6 or higher).
Modification of the Services. Calvi Systems retains the right to modify the Services at its own discretion to improve the functionality and user experience.
If You have received access to the Services by Calvi Systems on a free trial basis, We will make some or all Services available to You free of charge for a certain time period. You are responsible for exporting any data that You have introduced into ExxpertApps before the end of the trial period. Once the trial period ends, Your Data will be erased and You will have no further access to Your Data. Notwithstanding the Section "Warranties and Disclaimers", during the free trial period, We will provide You the Services on an "as-is" basis with any kind of service-level-agreement nor any kind of warranty.
We shall give You access to the Contracted Services pursuant to this Agreement and the Order Form signed between Calvi Systems and the You. For Project Managers, the access to the Contracted Services will be for an agreed number of Users and an agreed term period, as described in the Order Form. For Suppliers, the access to the Contracted Services will be for an agreed number of Offerings and an agreed term period, as described in the Order Form.
Our Responsibilities. We shall
1. give You continuous access to the Contracted Services under the terms and conditions agreed with You in the Order Form
2. use commercially reasonable efforts to make the Contracted Services available during 24 hours per day and 7 days per week, except during
a. planned downtime
b. emergency shutdown of the Services
c. any unavailability caused by circumstances beyond Our control
3. use commercially reasonable efforts to ensure the well functioning of the Services.
4. use commercially reasonable efforts to correct promptly any malfunction of the Services.
5. use commercially reasonable efforts to protect the security, confidentiality and integrity of Your Data.
6. assume the responsibilities related to managing customer and personal data that are implied by the law applicable to this Agreement.
Your Responsibilities. You shall
1. use the Services in compliance with this Agreement and the Order Form and the law of Your country.
2. accept the fact that ExxpertApps is in a Beta mode and therefore the Services may still have some errors.
3. handle Your Data according to the law of the country in which the Client is based and the general data protection law of the European Union.
4. use the Services only for projects of the Client.
5. protect ExxpertApps from being analyzed, reverse-engineered or copied.
6. identify Yourself correctly with Your full name, the name of Your identification document, and the number of Your identification document when You access the Services.
7. use commercially reasonable efforts to ensure that only You access the Services with Your ID and password.
report immediately to Calvi Systems (at
email@example.com) any fraudulent use of the
Services, any security breach of the Services, or in case
any other person besides You has gotten access to the
Services using Your ID and password.
You may only use the Services for sending e-mails in a way that it complies to the law of the Your country and the countries where the recipients of Your e-mails are based. You will not use our Services for sending e-mails related to any illegal activities. This implies but is not restricted to sending junk e-mails, spam, and sending e-mails to persons that have declared that they don't want to receive further e-mails from You. You will not use Our Services for sending e-mails to generate a negative impact into any person, company or organization because of its content or technological impact. If You use our Services for illegal activities of any kind, We will immediately remove Your access to the Services and We will terminate this Agreement. Calvi Systems reserves the right of deciding whether You are using the Services breaching this Agreement based on analysis of Your e-mails, the results of Your e-mail campaigns and any complains from recipients of Your e-mails.
You as a Supplier, agree that the Offers You include into the Online Catalog must: (i) comply to the local and international laws for the countries in which Your offer is presented to Project Organizers; (ii) may not generate a negative impact to any person, company or organization; (iii) may not be fraudulent in any form; (iv) may not distribute any harmful material (for example: viruses). Calvi Systems reserves the right of deciding whether You as a Supplier are using the Services breaching this Agreement based on analysis of Your Offerings and complains and evaluations from Project Organizers. You as a Supplier, agree that You are placing your Offerings in the Online Catalog and You are transacting with Project Organizers at Your own risk. The Services are only a communication platform between You and the Project Organizers and Calvi Systems plays no role whatsoever in any commercial transaction between You and the Project Organizers.
as a Project Organizer, agree that the Offerings You select
in the Online Catalog and contract through the Services are
from Providers which are independent from Calvi Systems. You
contract Offerings from Providers at your own risk. The
Services are only a communication platform between You and
the Providers and Calvi Systems plays no role whatsoever in
any commercial transaction between You and the Providers.
Calvi Systems reserves the right of deciding
whether You as a Project Organizer are using the Services
causing damage to Providers based on complains and
evaluations from Providers. In such a case, Calvi Systems
remove Your access from the Online Catalog and you will have
no right of being refunded for the paid Service fees for the
then-current year. You as a
Project Organizer, agree that when You organize an online
sale or auction to individuals and companies that You select
and give access to the Services, You do this at Your own
risk. The Services are only a communication platform between
You and Your Buyers and Calvi Systems plays no role
whatsoever in any commercial transaction between You and
stores a few Cookies on the user's Internet browser to
remember certain usability aspects. Theses Cookies are not
used for tracking the general user activity nor contain any of
the user's personal data. The following description give more
- Editor Cookies: store information regarding the user settings of the HTML browser for editing e-mails, website pages, or other text pieces
- Security Cookies: store information regarding some selected user options regarding security
- Session Cookies: store information regarding the user browser session with the ExxpertApps server
Support. If you have a question regarding
how to use the Services, you send Your questions in an
e-mail to firstname.lastname@example.org.
We will do our best to respond Your questions and help You
use the Services. But, You acknowledge that Non-Defect
Support is only part of Contracted Services.
Defect Support. If you discover an error or malfunction in the Services, You may inform Us about by sending an e-mail to email@example.com. We will use commercially reasonable efforts to respond to You and to fix the error or malfunction in the shortest possible time. If you use the Services on a free trial basis, We will not provide any telephone support of any kind.
Your are the owner of Your Data and therefore responsible for complying with the local an international laws with respect to Your Data. You accept that We access Your Data only to; (i) provide You with Technical Support related to the use of the Services; (ii) obtain statistical data to help You improve the use of the Services; (iii) validate that You comply to the T&Cs of this Agreement; (iv) comply to the law when We are asked to disclose it. We will not change, copy nor use any of Your data for other purposes than those mentioned above as part of the execution of this Agreement.
of Rights. We reserve all rights related
to the Services and on ExxpertApps, including all
intellectual property rights. No rights are granted to You
other than those expressly set forth in this Agreement or in
the Order Form signed with Your Company. Nothing
in this Agreement gives You directly or indirectly any right
of ownership in the Services nor in ExxpertApps or any
intellectual property right related thereto.
on Modifications. You acknowledge that
Calvi Systems owns and retains all rights on the Services
and on ExxpertApps and modifications to the Services or
ExxpertApps, even though these modifications may have been
suggested by You.
Suggestions. You acknowledge that Calvi
Systems has a worldwide, irrevocable, royalty-free, and
perpetual license to use any suggestion from you to modify
Property Rights. You accept that Calvi
Systems considers a breach of this Agreement if You provide
access to the Services to any other person who: (i) copies
any part of the Services; (ii) revers-engineers any of the
Services; (iii) creates any derivative work; (iv) or creates
any competitive product based on the Services.
Rights on Data. This Agreement does not entitle Us to have any right on Your Data.
of Confidential Information. Our
Confidential Information is the Services and the code and
documentation of ExxpertApps. Your Confidential Information
is Your Data. This Agreement and the Order Form are
confidential information of both parties. The exchange of
any other Confidential Information between both parties must
be correctly identified and must be agreed in writing.
Confidential Information. Each party will
protect the Confidential Information of the other party in
the same way as it will protect its own Confidential
Information. Neither party will disclose any Confidential
Information of the other party to any third-party.
Disclosure Required by Law. Each party may disclosed Confidential Information of the other party if required by the law in special circumstances.
We process your personal data in order to comply with this Agreement and We do this in compliance with the Spanish Personal Data Protection Law (Ley Orgánica de Protección de Datos de Carácter Personal 15/99, de 13 de Diciembre). We will use Your personal data only to execute this Agreement and will not send your personal data to third-parties.
party represents that it has full power and authority to
enter into the Agreement. Each party warrants that it will
comply with all laws and regulations applicable to its
provision, or use, of the Services. WE
PROVIDE YOU THE SERVICES "AS-IS" WITHOUT ANY WARRANTY OF ANY
KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE.
Disclaimer. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, FOR THE MAXIMUM EXTENT PERMITTED BY LAW.
Limitation of Liability. CALVI SYSTEMS IS NOT LIABLE FOR: (i) ANY DAMAGES CAUSED BY THE USE OF THE SERVICES, ANY ERROR OF THE SERVICES, OR THE LACK OF AVAILABILITY OF THE SERVICES; (ii) ANY NEGATIVE IMPACT RELATED TO THE CUSTOMER'S BUSINESS SUCH AS REVENUES, PROFITS OR COSTS OR ANYTHING ELSE; (iii) ANY LOSS OF CUSTOMER DATA. CALVI SYSTEMS CANNOT BE HELD RESPONSIBLE FOR NOT MEETING HIS OBLIGATIONS UNDER THIS AGREEMENT IF IT FAILS TO PROVIDE THE SERVICES AS AGREED AS A RESULT OF ANY CAUSE WHICH IS BEYOND OUR CONTROL. THE LIMITATION OF LIABILITIES RELATED TO THIS AGREEMENT MAY NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO CALVI SYSTEMS FOR THE THEN-ACTUAL YEAR FOR THE USE OF THE SERVICES.
Communications. You may not issue any
type of external public communication related to this
Agreement without Our prior written approval.
Use of Name and Logo. You agree that We can use Your name and Your logo on our Websites (including www.calvisystems.com) and Our marketing material when we make a reference to You as a customer.
If You use the Services on a free trial basis, this
Agreement begins when You receive an ID and password to
access the Services. Your free trial period ends with the
earlier of: (i) the end of the free trial period determined
solely by Calvi Systems; (ii) the beginning of the
Contracted Services as agreed in an Order Form.
Contracted Services. If You use the Contracted Services, this Agreement commences on the date that You accept it and it expires on the last day of the contracted period agreed in the Order Form.
for Cause. Any party can terminate this
Agreement for cause. If one party breaches this Agreement
and that breach remains unsolved, then the other party may
terminate this Agreement on a 30 written notice to the other
party. If one party becomes subject of a petition of
bankruptcy, then the other party can terminate this
agreement on a 10 day written notice to the other party.
If You have breached this Agreement and We have terminated
it, then You have no right of any kind of damnification or
any kind of refund related to Your payments for the Services
of the then-current year.
Export of Your
Data. Independent on how this Agreement
has been terminated, You have 30 days after the termination
of this Agreement to export Your Data with the means
available in the Services or subcontract to Calvi Systems on
a separate agreement the export of Your Data.
Surviving Provisions. Section 7 (Proprietary Rights), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Mutual Indemnification), 11 (Limitation of Liability), 12.4 (Refund or Payment upon Termination), 12.5 (Return of Your Data), 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 14 (General Provisions) shall survive any termination or expiration of this Agreement.
You will send any notice related to this Agreement in writing to the Calvi Systems legal department at the address noted above. If you use Contracted Services, We will send any notice related to this Agreement in writing to Your address as indicated in the Order Form. If you have access to the Services on a free trial basis, We will send any notice related to this Agreement in writing to the address stored in ExxpertApps when We setup Your access to the Services.
Neither party may assign any of its rights or obligations of
this Agreement to a third party without a written consent of
the other party.
This Agreement together with the Order Form constitutes the
entire agreement between the parties and supersedes all
prior and contemporaneous agreements.
Compliance. Calvi Systems does not
provide Services to individuals or companies which are based
on countries to which either the European Union or the
United States of America have export restrictions. You
represent that You are not in a denied-party list of the
European Union or the United States of America and that You
will not provide access to the services to any individual or
company who is in such a list.
Governing Law. This
Agreement is governed by the law of Spain. For any dispute
arising related to this Agreement, both parties agree to use
the court of Madrid, Spain.
Solicitation. You will not attempt to
hire nor assist in hiring anyone currently employed at Calvi
Systems. In case that this happens, Calvi Systems is
entitled to request injunctive relief for the damages that
have been caused by hiring somebody from Calvi Systems.
New Versions. We retain the right to change this Agreement when needed. We will inform You about the change and You will have the possibility to accept it or not at Your next access to the Services after this Agreement has been changed.
the Parties. The parties are independent
contractors. This Agreement does not create any kind of
dependence between the parties.
If any provision of this Agreement is held against the law
and must be modified, all remaining provisions of this
Agreement shall remain in effect.
Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.