General Terms & Conditions of DeepBrand Services

Last edited: 14 January 2019

1. Definitions
2. General terms
3. DEEPBRAND characteristic 
4.  Granting the License
5. Subsidiary services 
6. Licensor's remuneration
7. Responsibility of the Licensor. Force Majeure 
8. Technical requirements 
9. Efficacy of the Contract. Termination 
10. Authorisation to DEEPBRAND 
11. Personal data protection
12. Final provisions 

I. Definitions

1. T&C – this document – General Terms and Conditions;
2. Licensor – DeepBrand Sp. z o.o., Al. Jerozolimskie 85/21, 02-001 Warszawa, KRS 0000729423. Possible change of Licensor's legal form, its name, registered office, court or place of holding any documents shall not be held as a change in T&C, but shall be notified by the notification on the website or in any other way chosen by the Licensor.
3. Licensee – natural person conducting business activity, legal person or any other legal entity that entered into contract with the Licensor; respectfully said person or entity states that they are not consumers (in the legal meaning), and that they consent to the rights and obligations to be governed by T&C; T&C shall not be applied to any contracts entered by the Licensor with consumers; to this category of users different T&C or Regulations are applied.
4. Parties – jointly Licensee and Licensor; any of said entities may be referred as a „Party”;
5. CK – Polish Act of 23 April 1964 – Civil Code;
6. DEEPBRAND – a service consisting of a multitude of functionalities alongside with software, produced by the Licensor, that includes Services in current offer of the Licensor, shared with the Licensee by the Licensor on the basis of the contract, within the payment period, after a prior authorisation on the basis of T&C; unless T&C states otherwise, „DEEPBRAND” shall include especially all Services covered by the licences granted by the Licensor to the Licensee on the basis of the contract; change of name of „DEEPBRAND” product, change of name of any Service or software shall not be assessed as a change in the contract or T&C and is communicated to the Licensee via the website or inside DEEPBRAND. T&C are applied to DEEPBRAND online product as an internet service shared with the Licensee by the Licensor within the payment period on the basis of contract, using Licensor's server (DEEPBRAND online);
7. Contract – an agreement entered by the Parties, with the scope of granting to the Licensee by the Licensor the licence to use specified DEEPBRAND for the time stated in the Contract, that is the payment period; The parties indicate that the Contract may be entered into in one of the following variants:
   1. The renewable contract, on the basis of which the licence granted for usage of software within the payment period, referred as („first subscription”) shall be automatically renewed for the next payment period of one calendar month from the next day from the last day of the first payment period („automatic prolongation of the subscription” on the basis of T&C); it is also stated that:
      • unless the Contract states otherwise, first subscription shall be one calendar month;
      • automatic prolongation of subscription is made for the next payment period of one calendar month;
      • there shall be no automatic prolongation of subscription if the Licensee effectively terminates the contract on the basis of Section IX of T&C.
      • the above-mentioned rule of automatic subscription prolongation after first payment period, shall be applied to each next (following the first) subscription, meaning that the Contract shall be automatically prolonged for next one-month subscription periods, unless the Licensee terminates the contract on the basis of Section IX of T&C;
   2. A contract that had not been entered in the renewable variant (fixed term contract), that is characterised by the priorly defined subscription period that is not automatically renewed, what causes the Contract to terminate after a fixed time, and all the licenses covered by the Contract as well as any secondary services also terminate;
      
   It is also stated that the legal character of a Contract, as a renewable variant, shall be decided by the content of the Contract (including especially a choice by the Licensee that specific variant of a Contract in the order form, only if the Licensor's offer and/or order form applied by the Licensor allow such variant); the decision on the application and usage of renewable and fixed term variants in the offer is solely on the side of the Licensor;
8. Payment period – period in which the Contract shall be executed, stated in the contents of the Contract, depending on its variant (renewable or fixed-term);
9. Services – functionalities, their sets, services and their sets, software and other services that are parts of DEEPBRAND that have been labelled as such by the Licensor for the purposes of T&C and/or commercial offer, labelled in accordance with the Licensor's autonomic labelling system; whenever in the T&C a Service is referred, it shall apply to all the Services covered by the Contract;
10. Document – electronic file with content;
11. Functionality – a set of functions and possibilities within the software;
12. Database – database as described in Polish Database Act;
13. End-users – natural persons employed by the Licensee or an entity entitled to use DEEPBRAND, who were appointed – within the Licensee’s competence to manage license (as described in the Contract and T&C) – to use DEEPBRAND exclusively in Licensee’s name and purpose, e.g. Licensee’s own purposes; in case of single name licences – end-user of such license may only be the end-user authorised on the basis of individual login and password, who was assigned to a specific license (this does not change the non- exclusive scope of the license); in case of single name license, the term „third party” within T&C shall also apply to any persons other than the assigned single name license end-user; any and each breach of Contract (including T&C) by the end-user is equal to the breach of Contract by the Licensee with all the legal and factual results from such breach;
14. License Administrator – natural person employed by the Licensee, appointed in such capacity (License administrator) in the Contract by stating their e-mail address in order to exercise the Contract, including but not limiting to the requirements of authorisation system securing DEEPBRAND access, assigning accounts to end-users of DEEPBRAND, as well as to receive notifications regarding the Contract and other legally acceptable information; in case no License Administrator is named in the Contract, it is assumed that this function is held by the Licensee and that the Licensee’s e-mail is the actual correspondence address within the exercise of the Contract, it is also reserved, that however the Contract may accept granting access to DEEPBRAND to other entities, each breach of Contract and/or T&C by the License Administrator is equal to the breach of Contract by the Licensee with all the legal and factual results from such breach. Moreover, in specific situations, when the Parties agree on that at the signing of Contract, a natural person appointed by the Licensor may be temporarily appointed as a License Administrator, for the time of introduction of DEEPBRAND.
15. License – granted on the basis of the Contract regarding DEEPBRAND single name or floating license, allowing the Licensees and the end-users to use DEEPBRAND within the scope and time period stated in the Contract and T&C; The Contract shall state single name or floating status of the license; Decision on usage of single name licenses in the offer and their sales is solely on the side of the Licensor; Lack of single name license information shall indicate that the license is floating; it is also stated that one license shall allow one access to DEEPBRAND at a time;
16. Single name license – a license allowing to use DEEPBRAND by individual end-user (whose name, surname and e-mail shall be provided to the Licensor by the Licensee), authorised by login and password in the login portal; single name licenses only allow access to DEEPBRAND with login and password unless the Contract states otherwise; The contract also governs other authorisation and security measures;
17. Floating license – a license that is not a single name license, allowing to use DEEPBRAND by one end-user at a time; floating license allows access to DEEPBRAND after prior authorisation via login and password or via IP; means of authorisation and security measures are stated in the contract;
18. Access – possibility to use the Software by one end-user at any given time; one access to DEEPBRAND, not to the certain service is granted, unless stated otherwise;
19. Documentation – user Manual for DEEPBAND accessible via the website hosted by the Licensor at the address stated in DEPBBRAND or within the software at the „Help” or similar button; it is reserved that as DEEPBRAND is changed, the documentation may also undergo certain modifications; the Licensee shall act within the actual version of Documentation;
20. Login site – a website administered by the Licensor, accessible only via the Internet, through the address https://app.deepbrand.ai which shall act as a gateway of authorisation to DEEPBRAND as stated in T&C, Documentations and other terms of use.
21. Terms of Use – document accessible at the Login Site, stating ways and rules of authorisation to DEEPBRAND, including especially ways and rules of usage of Login Site and managing licenses within T&C; The Licensee, via entering a Contract, and if that was preceded by the offer, at the moment of stating the offer, hereby states that he accepts all the provisions of Terms of Use and obliges to acknowledge their content and to introduce them to The License Administrator and to End-users. The way and rules of authorisation to DEEPBRAND, including terms of use of the Login site may be subject to modification. Such changes are not changes of T&C or the Contract and are communicated by the Licensor to the Licensee unilaterally by respectably: new way and rules of authorisation to DEEPBRAND and/or modified or new Terms of Use, within the Login Site; such modifications are binding from the date of their communication. At the same time it is reserved that Terms of Use:
    • do not change, amend, modify, or, especially, widen, the scope of the Licenses granted on the basis of Contract;
    • do not change the number of Licenses granted on the basis of Contract or o not change their variants;
22. Working days – days from Monday to Friday, excluding days stated as holidays by the Law, as well as additional extra free days stated by the Licensor in accordance with the internal labour law regulations;
23. Consumer – natural person described by art. 22(1) of Polish Civil Code;
24. GDPR – Regulation on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (Data Protection Directive)
25. Personal data protection regulations – GDPR and domestic (Polish) obliging laws actual for the moment of entering the Contract;
26. Personal data – personal data as defined by Personal data protection regulations;
27. Copyright Act – Polish Act of 4th February 1994 regarding copyright and derivative rights; 29. Database ACT - Polish Act of 27 July 2001 regarding database creation and protection;
28. Website – internet site hosted by the Licensor, regarding DEEPBRAND, accessible under the address https://www.deepbrand.ai.

II. General terms 

1. Unless the Parties state otherwise, the Contract is entered on the basis of T&C, what shall mean that they govern the rights and obligations of the Parties. Shall the Parties enter the Contract with provisions contradicting those in T&C, the contractual provisions –within the collision- are applied; in the rest of the contract T&C provisions still apply.
2. Entering into the Contract may be performer especially by:
   1. signing a document titled „Contract" or similar by both Parties, in paper or in electronic form;
   2. by stating the offer to the Licensor, especially by making the order and accepting the order by the Licensor; the offer stated to the Licensor by the business entity (as understood by polish civil code), may not be revoked; it is reserved, however, that the Licensor is not obliged to accept any stated offer, in detail, the offering party shall acknowledge the possibility of refusing the offer in violation with the Licensor's price policy, price list or technical requirements; by stating the offer the offering party states that, having received and acknowledged the T&C, it accepts them in their entirety;
   3. by accepting the Licensor's offer by the oblate, especially via stating the order by the oblate. The oblate, accepting the offer states that, having received and acknowledged the T&C, it accepts them in their entirety;
   4. by logging in to DEEPBRAND, providing necessary payment data, choosing one of the Services and starting using the Software.
3. The Contract shall include the following provisions:
   1. chosen DEEPBRAND services;
   2. quantity and variants of the Licenses; if no number is stated then the Contract conveys one license; in case the Contract explicitly states unlimited number of simultaneous uses of DEEPBRAND, reserving however, factual or technical limitations of the nature of the Software, the settings and environment of the Software;
   3. subscription period and clause stating whether the Contract is a fixed-term or a renewable variant;
   4. remuneration of the Licensor (price), and if the contract is in renewable variant, also valorisation clause;
   5. term and method of payment
4. Subject of Contract is decided by its content, and when the Parties did not sign a document titled „contract" or similar – the invoice stated by the Licensor decides on the subject of Contract.
5. The Licensor shall not be obliged to any other services than the ones stated in the Contract and T&C, unless Parties agree otherwise.
6. A Party may not presume any obligation to any services by the Licensor to the Licensee other than stated in T&C. The abovementioned services are also only rendered within the payment period.

III. DEEPBRAND characteristic

1. DEEPBRAND consists of Service or Services chosen by the Licensee from the services listed in the price offer of the Licensor, as well as the Software.
2. DEEPBRAND, including Services and Software, are subject to the Licensor's intellectual property rights. DEEPBRAND is a creation as defined by the Copyright Act and includes a database as defined by the Database Act. The Licensor is entitled to enter the Contract.
3. The services subject to contract are accessed by the Licensee on the „as is" basis; the Licensor does not modify them to suit the Licensee's special requirements.
4. The Licensor shall decide on the choice of materials/information/data, which shall be included in DEEPBRAND, their arrangement and the direction of their changes and development as well as on the scope of actualisation. The team of persons creating DEEPBRAND and developing the system may be changed. The Licensor is entitled to grant a license or sublicense for usage of DEEPBRAND within the scope stated in T&C, in accordance to any of the Services status, including the source of data or database. In T&C both license and sublicense shall be defined as license, without the distinction. In some cases the license may be granted for using the Software, while a sublicense may be granted for the databases.
5. DEEPBRAND may be modified. Only one actual version of the product is available on the Internet, which is subject to Contract. Previous versions are not presented online.
6. DEEPBRAND online, as well as the online database may also include:
   1. active links enabling direct transfer to other sites administered by the Licensor or other parties. (In case of links transferring to other parties' sites, the Licensor states that it does not have any influence over their content and privacy policy. The Licensor recommends that before the Licensee starts to use any of third party websites, it acknowledged their privacy policy, if created, or their terms of use and in lack of such documents to contact the administrator of the website to get information about such topics);
   2. active advertising banners, frames, advertisements including multimedia, audio-visual, audible or visual as well as other promotional and marketing material. The Licensee accepting T&C also accepts DEEPBRAND including such elements.
7. The Licensor reserves and the Licensee accepts the unavailability of DEEPBRAND for the time required to:
   1. make necessary amendments, including actualisation of any information within the software;
   2. the maintenance and testing by the Licensor.
8. In the abovementioned situation, the Licensor shall provide the Licensee the information about the reasons for the unavailability.
9. DEEPBRAND may also not be available as a result of a breakdown (e.g. power related), as well as a result of force majeure events, what the Licensee acknowledges.
10. The Licensor has no control and is not responsible for unavailability of DEEPBRAND and/or its faulty performance caused by the performance of systems not administered by the Licensor and required to provide and use DEEPBRAND, including any actions of entities providing Internet access or in cases of Force Majeure.
11. The periods of unavailability described in pt. 7-10 above have no effect on the payment/subscription period.
12. The Licensor does not provide Licensee with Internet access nor covers the costs of such access or any payments required by suppliers of internet access.
13. The Licensee hereby enables the Licensor to send, before the end of the payment period, to any chosen e-mail address included in the Login Site by the Licensee, information that the payment period is ending and that the prolongation is possible. Such information may also include a link to a specific website, in order to fill in the data about possible prolongation of subscription.

IV. Granting the License

1. Licensor hereby grants to the Licensee a License to use DEEPBRAND for the time equal to the payment/subscription period stated in the Contract, with the respect of pt. 3 d) below.
2. Unless the Contract states otherwise, number of simultaneous accesses to DEEPBRAND is equal to the number of Licenses granted by the Licensor to the Licensee.
3. Each license for using DEEPBRAND granted on the basis of the Contract:
   1. is non-transferrable and non-exclusive;
   2. with the respect to the Law, only allows using DEEPBRAND for the internal reasons of the Licensee, with further limitations stated in T&C (e.g. single-name license), including technical security used by the Licensor, as well as browsing through the content of DEEPBRAND and making necessary printouts or copies of files included in DEEPBRAND, for the internal reasons, within the limitations of T&C;
   3. enables only one access to DEEPBRAND at a time per license and only from a workstation that was authorised as an end-user of DEEPBRAND, and additionally in case of single-name license only by the end-user who was assigned the license on the basis of T&C and the Contract;
   4. is granted for a definite time, which:
      • in case of a license not granted in the renewable variant is equal to the subscription period assigned to the license in the Contract and expires after this period, if the Contract is terminated or expires before that date, with the date of termination or expiry. The license expires and the Licensee loses the right to use DEEPBRAND; this clause; however is not a single reason to terminate the Contract before its expiration;
      • in case of a renewable variant of license, it is equal to first subscription period of the license and after that shall immediately be prolonged for the next subscription period of one month from the next day after the last day of the subscription period (automatic prolongation of the subscription period), and after that for the next one month subscription periods, unless the Licensee effectively terminates the contract in accordance with T&C. The above means that with the date the subscription period ends and in case the Contract was terminated or expired earlier, with that date, the Licensee loses the right to use the Service covered by the License.
4. With all the restrictions of the Copyright Act and Database Act, the Licensee is forbidden from:
• publishing and sharing DEEPBRAND or its fragments or Services included in it nor their content/fragments nor their copies;
• sharing DEEPBRAND or its fragments or Services included in it nor their content/fragments nor their copies on any websites, servers, ftp, nor any other devices that would result in the Software's accessibility to entities other than the Licensee;
• decompiling or disassembling the Software;
• making any translations, adjustments, system changes or any other changes in the Software, including fixing bugs;
• making any changes in the database or databases being a part of DEEPBRAND.
5. The Licensee has no right to grant further licenses for using DEEPBRAND (nor its fragments or Services).
6. The Licensee has no right to grant any license to any materials included in DEEPBRAND or in Software.
7. The license to use DEEPBRAND, granted on contractual basis only allows using the Software in the scope stated explicitly in the terms and provisions of the contract, with respect to above points 3-4. Party may not presume or induce any other rights for the Licensee.
8. The Parties both state that any actions of any end-user are, for purposes of this T&C, especially for purposes of this paragraph, concerned to be the actions of the Licensee with all the effects resulting from that fact.

V. Subsidiary services

1. General

   The following subsidiary services stated below are provided in cases where the proscribed circumstances are met, as subsidiary services to the basic service of granting a license to use the Service/Services (the licensing service is referred as „the base Service"). Said services have a subsidiary role to the base service and their price is included in the price of the base service. Those services have a potential existence, meaning that the Licensee is entitled to, but is not obliged to make any use of them and the Licensor stays ready to provide them, with the exception of pt. 6.2. below. Non-use of any or all of the subsidiary services does not entitle the Licensee to request a payment return or price reduction.

2. Help Desk and online courses
   1. The Licensee has the right, within the subscription period to be granted information about using DEEPBRAND and possible problems with its use by phone.
   2. The Licensor states that within the separate set of rules appointed by him and communicated to the Licensee in any legally acceptable form, including via the Website stated hereinafter, the Licensee may use, within the subscription period, standardised courses of DEEPBRAND use, organised by the Licensor online, on the basis of Licensor created courses schedule. The actual list of courses of DEEPBRAND use including the aforementioned, shall be placed on the website, at the „courses" or „webinar" or similarly labelled section. Any amendments of said rules shall not be treated as a change of the Contract or T&C and shall be notified via the Website. This clause does not oblige the Licensor to hold any regular courses or classes improving the knowledge of the software.
   3. Actual phone numbers are provided on the Website (the cost is held by the Licensee, unless the website provides a cost-free number).
3. Claims
   1. The following claims regarding DEEPBRAND may only be filed by the Licensee within the subscription period in which they occurred.
   2. The Claims regarding problems with access to DEEPBRAND may be filed to the Licensor in writing, by e-mail or by phone to the contacts provided on the Website.
   3. Each Claim shall consist of:
   • the Licensee's data, allowing to confirm the Licensee's status,
   • specific description of a problem
   • phone number; in case of correspondence address – the one in Poland; in case of e-mail claim, the Licensor may answer the information about the claim to the sender's e-mail or use it to get the follow-up information in order to fully resolve the claim.
   4. A Claim that was placed correctly (as in pt. 3.3. of paragraph V of T&C) shall be resolved by the Licensor immediately, no later than within 14 (fourteen) days from its receipt by the Licensor in the aforementioned way. Resolution of the Claim shall include indication whether problems with DEEPBRAND access were on the side of the Licensor or were caused by other factors; if it is possible (without costs held by the Licensor) to point out those external factors, the Licensor shall list them to the Licensee.
   5. Any faults that the Licensee points out in DEEPBRAND, as well as possible bugs or mistakes within the database shall be removed by the Licensor in the course of development, within the development plans of the Licensor. The Licensee is not entitled to request their fixing within a specified time.

VI. Licensor's remuneration

1. The base service provided by the Licensor to the Licensee is granting a License to use the Service/Services within the subscription period/periods, in the scope stated in the Contract (the base service).
2. Any additional services stated in T&C that are provided to the Licensee by the Licensor within the subscription period shall be treated as accessory to the base service. Said services are referred as „the subsidiary services".
3. With the respect to par. VI pt. 4 of T&C, unless the Parties state otherwise, any and all services provided by the Licensor to the Licensee on the basis of T&C, meaning both base service and subsidiary services are provided with remuneration agreed by the Parties.
4. Unless the Parties decided on the Licensor's remuneration otherwise, it is assumed that the Licensee agrees to use the remuneration arising from the price list provided by the Licensor on the day of entering the Contract (and if the entering into contract was preceded by the offer, actual on the day of the offer), provided in the received invoice or invoices (stated on the basis of price list, without referring to any sale, reduction or new sales).
5. The Licensee shall pay the remuneration to the Licensor in the term agreed by the Parties. Payment shall be made within the term stated in the invoice, with no less than 14 days payment period, unless stated otherwise. The remuneration is paid by bank transfer to the Licensor's bank account. Delivery of the invoice to the Licensee is equal to the payment request for the amount stated in the invoice. In accordance with Parties' agreement, the remuneration of the Licensor, paid by the Licensee is paid in monthly periods, upfront up to the 5th of each month.
6. In case of lack of payment for a specified payment period (month), the Licensor reserves the right to refrain from services by temporarily denying Licensee's access to DEEPBRAND.
7. The licensor has the right to change the remuneration paid by the Licensee for the services delivered on the basis of Contract, no sooner than after the first payment period. In any case of a decision to change the price or one of its parts, the Licensor shall inform the Licensee with the offer proposing the new payment terms. The Offer may be sent via e-mail (on the e-mail address provided by the Licensee) or in writing, according to Licensee's choice. Within 14 (fourteen) days from the receipt of the offer, the Licensee may, if he does not consent for the proposed payment terms change, file a termination of Contract with a 2(two) month termination period; in case of filing said termination within the term, the payment terms remain the same, but shall the Licensee fail to send the termination notice within the proscribed term, it shall mean accepting the Licensor's offer in its entirety (it is also reserved that in case of lack of termination notice, any other revisions, requests or changes made by the Licensee in response to the offer shall be treated as non-existing), the remuneration for the following payment period shall be made in the amount stated in the offer, until it is further changed in the abovementioned procedure or by mutual agreement by the Parties. The Offer may also state different moment of introducing the change in the amount of remuneration (the payment may not be increased for the past payment periods); in this case, in the absence of termination notice, the new value of remuneration shall be paid from the date stated in the offer until it is changed in the way proscribed in T&C. It is outlined that this procedure shall not be applied to any other situations than the ones provided in this clause; especially it is not applicable to pt. 6 above.
8. In case the Licensee is late with payment of the price, and in case the delay is related to payment of any instalment or part of the price, the Licensor may – in any and all of such situations – the right to refrain from providing the services for the Licensee without the requirement to send a payment request to the Licensee, this applies to base service and subsidiary services. The Licensor reserves the right to deny access to the software until the day all the delayed payment is paid alongside with statutory interest, with respect to pt. 9 below. The Licensee shall be given back the access to the Software – within the terms and rules of T&C – if it pays the delayed payment alongside with the statutory interest for the subscription period, only within the same subscription period. It is also stated that in any cases provided in T&C, including the above, the Licensor is entitled to full remuneration for the term of Contract, even if for a part of the term, for the reasons stated here or above in T&C, the Licensee was unable to use the Software.
9. The Parties mutually agree that for the reasons of the Legal Persons Tax of the Licensor, the services provided by the Licensor to the Licensee – in accordance with T&C – (base service and subsidiary services) shall be valued and paid on a monthly basis, and that the end of payment period shall be the last day of calendar month. This clause does not affect any other term explicitly agreed by the Parties or terms of payment stated in pt. 5; the term or terms may be stated otherwise, especially the Parties may agree for one-time payment.

VII. Responsibility of the Licensor. Force Majeure

1. In the scope acceptable within the Law, with the respect to art. 472 § 2 of Polish Civil Code, any responsibility of the Licensor for any effects of using DEEPBRAND, including any damages resulted in using or inability to use DEEPBRAND, especially for any damages resulting from any faults in the Software or any bugs in DEEPBRAND is hereby excluded. This limitation of responsibility shall be binding also after the Contract is terminated or voided, regardless of the way it was dissolved.
2. Any responsibility for Warranty or Guarantee, regardless of their nature, on the side of the Licensor is also excluded within the limits of the Law.
3. Neither Party shall be responsible for non-conformity caused by Force Majeure.
4. Force Majeure shall be considered as an external extraordinary event, that could not have been prevented even with the highest possible diligence, e.g. flood, earthquake, war.
5. The Parties shall inform each other about the existence of Force Majeure, immediately after they have been informed about them, and in case when because of the Force Majeure it is not possible, immediately after it is over, the Party shall act with due diligence to remove the results of Force Majeure for the obligations arising from the Contract.
6. Content searched and analysed by DEEPBRAND is not the Licensor's property, but is available to the general public on the Internet. The Licensor does not execute any copyright nor other IP rights over the content, and his responsibility in this extent is excluded.

VIII. Technical requirements

1. Current technical requirements needed to use DEEPBRAND are posted on the Website. The Licensee, entering Contract, and if the contract is entered after a prior offer, at the moment of posting the order, states that it has acknowledged said requirements.
2. The requirements may be changed and such changes are not the change of T&C /Contract. Such changes do not require notification, but shall be posted on the Website.
3. Any costs of adjusting to the technical requirements for DEEPBRAND (as well as resulting from changes made during the subscription period), including using proper web browser are covered by the Licensee.
4. The Licensor states that it supports the current and one previous version of the recommended web browser.

IX. Efficacy of the Contract. Termination

1. The Contract is entered for the time equal to the subscription period, unless Parties state otherwise in Contract, with the respect to the renewable variant of Contract. Termination or expiry of the Contract may only take place in circumstances proscribed within the provisions of the law and within limitations thereof or in circumstances stated in T&C.
2. In case the Contract was entered in the renewable variant, the term of Contract (and licenses) is equal to the first subscription period stated in the contract and shall be automatically prolonged for the period of one calendar month (automatic prolongation of subscription) and prolongation for the next one-month subscription periods, unless the Licensee terminates the contract on the basis of pt. 4 c below.
3. The Licensor shall have the right to terminate the contract with the immediate effect in each of the following circumstances:
   1. The Licensee is in major breach of the provisions of T&C;
   2. The Licensee has infringed the copyright to DEEPBRAND or any other rights in possession or governance of the Licensor;
   3. The Licensee delays payment for the Licensor for more than 15 (fifteen) days; while the termination is only possible in case of previous payment request stating new payment deadline of no less than 15(fifteen) days;
   4. The Licensor has decided to remove DEEPBRAND from its commercial offer.
4. Termination by the Licensee:
   1. Licensee shall have the right to terminate the Contract in circumstances proscribed by the law.
   2. The Licensee shall have the right to terminate the contract with immediate effect in case the Licensor, in spite of the provisions of the Contract and/or T&C fails to enable the use of DEEPBRAND;
   3. In case of the renewable contract variant, the Licensee could terminate the Contract with a two weeks termination period before the end of current subscription period; in case of filing the termination within said time, the contract shall be terminated at the end of current subscription period; this way of termination is only applicable to the renewable variant and on the provided terms; the Party may not assume nor induce any other rights for the Licensee.

X. Authorisation to DEEPBRAND

1. Authorisation protocols
   1. General
      1. Unless the Parties state otherwise, it is necessary that before the Licensee starts to use the Service covered in the Contract, it is authorised as a Licensee (and all the end-users with the exceptions of Par. IV of the T&C) through the login site, in accordance with T&C and the documentation.
      2. Authorisation to DEEPBRAND shall mean – depending on the end-users user level awarded by the License administrator on the basis of the Contract, T&C and Terms of use – authorisation to the services to which the access was granted to said user. Authorisation is done online, through the login site: https://app.deepbrand.ai (Login and password authorisation).
      3. Other requirements that shall be fulfilled by the Licensee in order to fully use the software are placed as the technical requirements, and their location is provided in T&C. The Licensor is not held responsible for the situation where the Licensee fails to provide e-mail address assigned to the License Administrator (or wrong e-mail address), or when a person tries to log in to the software from the wrong IP, or is faulty or incorrectly performing any authorisation procedures or for situations where during the subscription period it is impossible to use the software for the reasons arising from the Licensees own actions (deleting end-users accounts). In case of any log in problems the Licensee may, within the subscription period, ask for advice via helpdesk.
   2. Login and password authorisation
      1. General way of authorisation the user at DEEPBRAND is the login and password authorisation, where, apart from the belowmentioned password, the second authorisation data is the e-mail address acting as a login name. The Licensee shall provide the number of e-mail addresses corresponding to number of Licenses for the Services; if only one license was granted, the Licensee shall provide at least one address. License Administrator may also provide more e-mail addresses, but it shall not convey into more licenses. In case of single-name licenses the Licensee shall provide to the Licensor, logins of the end-users, who, according to the Contract (including single-name licences) were granted such licenses; change of said e-mail addresses is possible only within terms of use, after a prior acceptance by the Licensor, unless Parties agree otherwise.
      2. Login and password consist of a set of data authorising access to the service awarded to the end-user. In any case of login password authorisation the end-user in possession to e-mail provided by the Licensee shall create, within the possibilities within the login site and its functionalities, in accordance with terms of use, one password linked to the e-mail. There can be only one password linked to one e-mail address. With the respect of single name licenses from 1.2.1. Above, both the e-mail address and a password may be subject to changes within the terms of use such changes are not changes of Contract or T&C.
      3. By providing the e-mail address or addresses and/or making change of e-mail address already provided, the Licensee states that:
         • respectably stating and change of the e-mail address is not in violation of Par. IV of T&C, especially that the Licensee does not allow access to the Service to any third party and does not infringe any other T&C provisions; provisions regarding authorisation and/or login site do not expand the Licensees or end-user rights arising from granted license; The Licensee nor the end-user may never give access to the Service to any third party;
         • it has the right to control said e-mail address and the right to use it in a way stated in T&C and terms of use, including granting consent and awarding to the Licensor possibilities proscribed in the Contract and/or T&C;
         • in case the Licensee provides an e-mail address which is also a personal data, the Licensee states that it has acknowledged the goals and scope of processing said data by the Licensor; Said goals and scope are stated in T&C and Privacy Policy; The Licensee is hereby informed, that however providing e-mail address is voluntary, the construction of login site requires a user to provide e-mail in order to Begin use; The Licensee may, however provide e-mail address that is not simultaneously a personal data on the basis of personal data protection laws; it is advised that the Licensee provided e-mails that are not personal data on the basis of personal data protection laws;
         • The Licensee is informed that it shall remain in control of all the personal data provided during the authorisation, as well as retains the possibility to correct or change them as provided in Privacy Policy; The Licensor does not plan to transfer said data to other entities; providing any other personal data is voluntary and the goals, for which the data could be processed by the Licensor, shall be included in any forms in which the data is gathered; the above information is also applicable to said data;
         • in case the Licensee provides e-mail address that is a personal data as per the personal data protection laws, the Licensee states that this data has a character of business data that could be freely processed, including the reasons stated in T&C (especially concerning single-name licenses) and Privacy Policy; in case the Licensee provides the e-mail address that is not a business data, the Licensee warrants to the Licensor that it has received a consent of the end-user, who provided the personal data, to provide the data and processing within the goals stated in T&C and Privacy Policy and that the Licensee bears the responsibility for lack of such consent; in case said person revokes the consent to process the e-mail address, the Licensee – using the tools provided within the login site – shall immediately remove the address in such a way that it is no longer processed against said persons will; the Licensor reserves the right to delete such address in case the Licensee fails to do so;
         • In case the e-mail address including personal data of person other than the Licensee is provided, the Licensee entering the Contract states that prior to providing said e-mail address:
           1. this person was informed about the Licensor (his full name, address),
           2. the Licensee provided the reason and scope of data collection by the Licensor, as well as provided to that person T&C and Privacy Policy,
           3. the Licensee provided information about the source of data,
           4. the Licensee informed about the access and correction of data (as in Privacy Policy),
           5. the Licensee informed about the rights arising from the personal data protection laws, especially art. 32 sec. 1 pt. 7 and 8 of Polish Data Protection Act, The Licensee has no authority to provide any other personal data of that person than the abovestated.
      4. Entering the Contract, and if the Contract is entered after the offer, at the moment of stating the offer, the Licensee states that:
         • it is aware of the fact that providing e-mail address within the authorisation procedure, including login process and password generation shall enable the person in disposal of both login and password, using the Service; thus the Licensee shall exercise care in order to avoid granting the end-user status to an unauthorised person;
         • is aware of the fact that so long that he fails to make, using the functionalities of the login site, change of any address, so long a person in possession of both the e-mail and assigned password could use, even though unauthorised, without the Licensees knowledge or will, the Services, making it unable to be used by the Licensee at the same time; the above does not limit the possibility for the Licensor to intervene to restore the integrity of situation;
         • is aware of the fact that the passwords assigned, in accordance with the registration procedure, to e-mail addresses provided to the Licensor as apart of registration procedure by the Licensee shall be kept in secret by the Licensee, License Administrator and end-users, with the pain being using of the Services – instead of the rightful Licensee – by third parties.
      5. The Licensor cannot be held responsible for the impossibility to use the Software in case a third party gets to know the login/s and/or password/s and use them. The Licensee could, within the login site, change said data within the Privacy Policy rules. In case of any problems with said functionality, the Licensee may ask for phone support using HelpDesk subsidiary service.
      6. The Licensee shall secure availability of the e-mail addresses provided during authorisation procedure as logins, in other case it will, or could be impossible to finish the registration procedure and also performing any other actions, including messaging, stated in T&C and Privacy Policy.
      7. The Licensor may send the following information during the subscription period to the provided e-mail addresses, for which the Licensee consents:
         • information and notification regarding DEEPBRAND, including alerts with new data within Software,
         • other information stated within T&C.
2. Confidential information is considered as any data introduced and saved by the Licensee into DEEPBRAND both during their storage within DEEPBRAND and after their removal. Said data is covered with confidentiality clause with no time limitation. Except it is required to provide services to the Licensee, the Licensor shall not go through the data.
3. Information sensitive for the business of each Party, within the scope of any Unfair Competition Acts, shall be considered confidential basing on T&C.
4. There is no breach of contract if the necessary data being confidential information is transferred, under the confidentiality clause, to:
   • advisors, including auditors,
   • shareholders,
   • employees and contractors of the Party executing the Contract.
5. There is no breach of contract if the confidential data is provided to public organs authorised to collection or control of such data. In such circumstance, the Party required to reveal the information shall inform the other party about such control or collection, unless the provisions of law state otherwise.
6. Confidential information may only be used to exercise contractual obligations and within the Contract, bearing in mind specific status of the data.
7. The following are not considered confidential information:
   • information made public by the concerned Party;
   • information that one Party was in possession before the negotiations with the other Party;
   • notoriously known facts and information.
8. With the respect to provisions of par. XI of T&C, considering the above, the Parties oblige to:
   1. Exercise due diligence while receiving and storing confidential information; sources of such information or means of transfer shall be properly secured from interferences by the unauthorised parties;
   2. use the confidential information only in order to exercise the Contract;
   3. not use confidential information to harm the other Party; for such action shall be especially providing said information to the entity competing with the other Party;
   4. share confidential information only to necessary employees, co-workers or third parties, for whom it is necessary as a result of a Contract, their auditors, legal and financial advisors – with confidentiality clause equal to the one within the Contract. In case the necessity to transfer confidential information to one of said entities arises, the transfer shall be made after a notification of the confidential character of information and after a written confidentiality clause equal to the one within the Contract.
   5. not to make and not to publish any copies of received confidential information for reasons beyond execution of the Contract; making such copies or their handing out to persons stated in pint 4 above is only acceptable for the reasons of execution of Contract; additional copies shall be destroyed as soon as their keeping loses justification in light of the Contract.
9. Revealing confidential information by the person referred in pt. 8.4 above shall be considered as a reveal by the Party.
10. With the respect to other provisions regarding data, the Licensor may also retain materials including confidential information after the contract is terminated, but only for the reasons of possible legal action.

XI. Personal data protection

Data implemented by the Licensee into DEEPBRAND or login site during the Contract, belong to the Licensee, even after termination, expiry or dissolution of Contract in any way. Among said data there might be some information that is considered personal data on the basis of GDPR. Provisions of the following are applicable to such personal data.

1. Personal data processed by the Licensor as personal data administrator
   1. The Licensor is the administrator of personal data provided by the Licensee in order to enter the Contract:
      • name, surname, e-mail address, phone number, fax number, registered office address, payment data, Tax identification number, personal number – for the Licensee being natural person,
      • name, surname, e-mail address, phone number, address – for a natural person presented as a contact person by the Licensee,
      • names, surnames and e-mail addresses of the License Administrator and end-users, as well as the information about logging in to DEEPBRAND and ways of using software i.e. frequency of usage of certain modules.
   2. The Licensor processes said data only within the provisions of Law, and inly in circumstances where at least one of the conditions is met:
      1. Processing is required to execute the Contract, and the Licensee or a person providing data is a party thereof, or to commence any actions at that persons request in the scope of: name, surname, address of the Licensee, phone number and e-mail of the Licensee or the License Administrator, data related to payments on the basis of the Contract; login data and user data of DEEPBRAND in order to secure safety and accessibility of DEEPBRAND and its development;
      2. Processing is necessary to fulfil legal obligations resting on the Licensor as data administrator;
      3. A person concerning data has consented to processing their personal data for one or more specified goals, while processing on this base is only performer after prior consent from said person in accordance with the law, especially for e-mail or phone marketing;
      4. Processing is necessary for the reasons resulting from legally justifiable interests held by the Licensor as a data administrator, especially within the scope of claim reclamation or direct marketing.
2. Personal data being a part of subprocessing
   1. The Licensor may also process the personal data transferred to them to process by the Licensee in order to execute the contract and within the necessary scope, meaning especially login site, as well as data provided during helpdesk calls. Some categories of data are included within DEEPBRAND forms, especially names, surnames, e-mails of natural persons being end-users.
   2. It is strongly stated that processing by the Licensor any of the transferred personal data is limited to minimum, meaning that the Licensor, as the processor only processes data in order to execute the Contract and the processing actions are: storing personal data on the server used by the Licensor to execute the Contract (because DEEPBRAND inaccessible via the server).
   3. Provisions of pt. B of this Par. XI of T&C are also considered a data processing contract entered into between the Licensee as the data administrator and the Licensor as the processor. This especially means that for the fulfilment of obligations stated in GDPR there is no requirement for separate data processing contract. The Licensor may, however enter such contract using the Licensor's template, shall it become necessary, at the request of the Licensee acting as the personal data administrator.
   4. At the same point the Licensee, acting as a data transferor states their consent that the Licensor – in the scope required to fulfil the obligations provided in pt. 2 above- used third parties acting as their subcontractors and within their scope of work allowed them access to said processed data, or, if necessary, made a further data processing transfer (sub processing), however only within the scope required to fulfil the obligations.
   5. The Licensor, acting as a processor on the basis of data processing contract with the Licensee is required to fill all the obligations provided by the provisions of GDPR, including: using appropriate technological and organisational means, responsive to possible risk and category of data, securing processed personal data, especially to secure them from disclosing to unauthorised persons, theft, illegal processing, change, loss, damage or destruction; it is stated that the Licensor uses technological and organisational means of protection:
      1. The Licensor possesses and/or applies:
         • relevant authorisation systems both to Software as well as to production systems and other so-called back-office systems in his business, providing level of personal data protection, including ones using the following rules: i) using passwords with higher complexity levels with frequent password changes; ii) using individualised authorisation (it is unacceptable to have the same passwords for more than one user); iii) registering system activity;
         • list of individual acceptances for personal data processing of employees and co-workers;
         • physical and digital security means of servers and other places where the personal data is processed;
         • coding systems for internet access and (SSL, TLS, IPSec);
         • IT safety policy, IT systems policy, personal data protection regulation, personal data protection policy; procedure of reacting for any claims regarding data; policy for drive and cloud based data;
      2. The Licensor holds the GDPR required registers, including the registry of processing activities (as the administrator), registry of data processing categories (as a processor), registry of processing agreements, registry of infringements, registry of the data objects claims and other registries;
      3. The Licensor adjusts its standards of data protection to the binding provisions of law and corporate requirements and shall, considering the character of processing, help the Licensee as a transferring entity – using appropriate technical and organisational means – to fill the obligations to respond to the claims of a person regarding their rights and obligations stated in art. 32-36 GDPR.

XII. Final provisions

1. The Licensee is required to equip the devices used to access the software with anti-virus software and actualise it on time. The Licensee is forbidden to introduce any illegal content to the Software.
2. The Licensee, entering the Contract states that it accepts the T&C unconditionally and, if it is a natural person, that it is not a consumer.
3. The Licensee is forbidden to remove any technical security used by the Licensor within the software or DEEPBRAND. Any attempt of such removal shall entitle the Licensor to terminate the Contract immediately, without any prior cease and desist letters.
4. The Licensee may not, without written consent from the Licensor:
   1. transfer the rights and obligations arising from the Contract to any third Party,
   2. put any securities on the rights arising from the Contract.
5. The Contract is subject to the laws of Poland. Any disputes arising from the Contract shall be governed by Polish court, competent for the Licensor's registered office.
6. The Licensor may at any time change the name DEEPBRAND and/or names of Services and any other names included into T&C to other names, as well as change phone numbers, website address and to send new contact information to the e-mail address provided by the Licensee. Said changes are not changes to T&C or the Contract.
7. The Licensor reserves the right to amend T&C or to issue new T&C during the Contract. The amendment is especially justified if any changes in legal provisions arise, any court rulings are made that have the impact on the past wording of T&C, or if the Licensor changes the technology of DEEPBRAND in a way that it no longer corresponds to T&C.
8. The Licensee shall inform the Licensor about any changes in its address, and in case a correspondence address was provided – about any changes in correspondence address. Such change becomes effective with the day of receipt of said notification to the Licensor. In case of no notification of change, all correspondence, including legal actions sent to the last address (correspondence address) shall be treated as effectively received under the old address.
9. T&C are effective on the 14 January 2019 and are applicable to all the Contracts entered from this date, unless the Parties state otherwise.