Terms of Use Advertising Clients

These Terms of Use ("Terms") constitute a binding legal agreement between you and Folyo GmbH ("Folyo" or "we", "our" or "us") regarding your use of our websites (getfolyo.com), our software and our services (the websites, the software and the services are collectively referred to as the "Service"). Please read these Terms carefully. The term "you" also includes your employees or other authorized users, to the extent permitted within the scope of your Service subscription.

By creating an account with Folyo, you agree to these Terms and Policies (as defined below) and become a party to this agreement. If you do not agree to the Terms of this agreement, please do not create an account and immediately cease using the Service. In addition, when using certain features of the Service, you may also be subject to policies, terms and agreements applicable to those features ("Policies"). All such Policies are incorporated into these Terms by reference. In the event of any conflict between these Terms and a Policy, the provisions of the applicable Policy shall prevail.

We may amend these Terms and Policies from time to time or introduce new provisions, terms or conditions for the use of the Service. We will inform registered users of changes by publishing updates on getfolyo.com and/or in newsletters. By using the Service, you accept these Terms and Policies as well as any modifications we may make from time to time. It is your responsibility to regularly review the current version of the Terms and Policies and to stay informed about any changes. If you continue to use the Service after we have amended the Terms and Policies, you will be deemed to have accepted the amended Terms for use of the Service as of the date of the amendment. If you do not agree with any provision of these Terms or Policies, you may not use the Service.

1. Service
Folyo provides software applications ("Software") named Folyo as a Software-as-a-Service platform accessible via the internet. The Software enables the customer to collect, process and make available data from various sources and allows the data to be analyzed, reported and visualized.

2. Eligibility
The Service is not intended for users who are consumers (i.e., a natural person acting primarily for purposes outside their trade, business or profession), and the applicability of consumer protection laws is therefore excluded. You must be at least 18 years old to enter into this agreement and use the Service. You represent and warrant that all information provided by you is truthful and accurate and that you are at least 18 years old and fully legally competent to enter into this agreement and comply with these Terms.

3. Account Registration
You must register in order to use certain features of the Service. When registering, you agree to:
(a) provide accurate, current and complete information about yourself as requested in the Service's registration forms ("Registration Data");
(b) maintain the security of logins, passwords or other credentials you select or that are provided to you for use of the Service;
(c) maintain and promptly update the Registration Data and any other information you provide to us and keep all such information accurate, current and complete; and
(d) promptly notify us of any unauthorized use of your account or any other breach of security by sending an email to info@getfolyo.com.

4. Fees
Upon acquiring a license pursuant to the agreement, the customer receives the technical means and permission to access the Software hosted by a hosting provider via the internet and to use it in accordance with this agreement. For the duration of this agreement and upon payment of the agreed license fee, the customer receives a non-exclusive, personal, non-transferable and non-sublicensable right to use the Software in the manner specified herein.

If Folyo provides updated versions of the licensed Software during the term of this agreement, the aforementioned right of use shall apply accordingly. Folyo will always provide the current version of the Software on an "as-is" basis.

The monthly license fee will be invoiced at the beginning of each month and is payable within 10 or 30 days depending on the contract. All amounts payable under this license are exclusive of VAT or relevant local sales taxes applicable at the time the respective taxable service is rendered and shall be paid by the customer only upon receipt of a valid VAT or local sales tax invoice.

5. Usage Restrictions and Third Parties
The customer licenses the Software for its own use and may not grant access to third parties, whether for consideration or free of charge. The Software may only be copied or modified in accordance with the license agreement. For such purposes, a separate reseller agreement or an extension of the license to include "External Business Customer Accounts" for Folyo is required and may be provided.

Nothing shall prevent the customer from making data and information obtained from the Software available to third parties via the data delivery functions of the Folyo platform or the dashboard sharing and export functions of Folyo, as this constitutes the intended and proper use of the Software.

6. Third-Party Services, Data and Content
The Service enables you to collect aggregated results based on multiple third-party data sources and services. You do not receive direct access to the third-party data sources. The third-party services from which data may be collected are selected by Folyo at its sole discretion, and Folyo reserves the right to select, discontinue and modify these available sources at any time.

Folyo assumes no liability whatsoever for data or other content collected from third-party services. We do not monitor, endorse or adopt third-party content and have no control over such content. We assume no responsibility for updating or reviewing third-party content and cannot guarantee its accuracy or completeness.

7. Changes to the Service
Folyo reserves the right, at its sole discretion and without prior notice, to modify, discontinue or temporarily or permanently restrict the Service in whole or in part. Neither we nor our suppliers or licensors shall be liable to you or any third party for modifications, interruptions or restrictions of the Service.

8. Termination
Folyo has the right to suspend the account if payment is 30 days overdue without further notice.

9. Feedback
All materials, including but not limited to comments, suggestions, ideas or other information that you provide to us by email or otherwise (excluding material you post to the Service in accordance with these Terms) (collectively "Feedback"), are non-confidential, and you hereby grant us and our subsidiaries and affiliates a non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use your Feedback for any purpose without compensation or attribution.

10. Trademarks
Folyo, the Folyo logos and all other product or service names or slogans contained in the Service are trademarks or registered trademarks of Folyo, its suppliers or licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of the respective trademark owner. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Service are the property of their respective owners. Reference to products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute endorsement, sponsorship or recommendation by us, or vice versa.

11. Ownership Rights and Intellectual Property
We, our affiliates, suppliers and licensors own all rights, title and interest, including all intellectual property rights, in and to the Services and all services available in connection with the Service. Except for the rights expressly granted in these Terms, no other rights are granted to you, whether expressly or implicitly. Any reproduction, distribution or other use of the Service or third-party services or content not expressly permitted in these Terms is prohibited without the prior written consent of the respective rights holder.

12. Data Protection and Confidentiality
Confidential information that must be disclosed under the agreement ("Confidential Information") includes: technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or planned products and services, research and development, production, cost, profit and margin information, financial data and forecasts, customers, clients, marketing and current or future business plans and models, regardless of whether such information is marked as confidential at the time of disclosure; product information of the Folyo platforms; and data transmitted via the platforms.

In addition, Confidential Information includes other confidential and/or sensitive data that (a) is disclosed in writing and marked as confidential (or similarly designated) at the time of disclosure; and/or (b) is otherwise disclosed and identified as confidential at the time of disclosure and summarized and designated as confidential in a written memorandum delivered within thirty (30) days of disclosure.

13. Indemnification
You shall defend, indemnify and hold harmless Folyo, its subsidiaries, affiliates, partners and third-party advertisers and their respective directors, officers, agents, employees, licensors and suppliers from and against any costs, damages, expenses and liabilities (including reasonable attorneys' fees) arising out of or in connection with your use of the Service, your violation of these Terms or Policies, or your violation of third-party rights or applicable law.

14. Disclaimer of Warranties
Use of the Service, including use of content accessible through the Service and interactions with users of the Service, is at your own risk. The Service and all content available on or through the Service are provided "as is" and "as available." Folyo and its suppliers and licensors expressly disclaim all warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Folyo does not warrant uninterrupted use or operation of the Service or your access to content. No advice or information, whether oral or written, obtained through the Service shall create any warranty not expressly stated in these Terms.

15. Limitation of Liability
Neither Folyo nor its suppliers or licensors shall be liable for indirect, incidental, special, consequential or exemplary damages, including but not limited to loss of profits, goodwill, use, data or other intangible losses (even if Folyo or a supplier or licensor has been advised of the possibility of such damages) arising out of or in connection with your access to or use of, or inability to access or use, the Service or any content.

Any provision in these Terms providing for limitation of liability, disclaimer of warranties or exclusion of damages is intended to allocate risks between the parties under these Terms. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms. The limitations in this section shall apply even if a limited remedy fails of its essential purpose.

16. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with Austrian law, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. All disputes, controversies or claims arising out of or in connection with this agreement or its breach, termination or validity shall be finally settled by arbitration under the Rules of Arbitration of the Austrian Federal Economic Chamber. The seat of arbitration shall be Vienna, Austria. The tribunal shall consist of one arbitrator. The language of the arbitration shall be German.

17. Miscellaneous
Failure by us to act in a particular case does not mean we cannot act in respect of that or a similar case. If any provision of these Terms is held invalid, illegal or unenforceable, it shall be severed from these Terms and the remaining provisions shall remain in full force and effect. Section headings are for convenience only and have no legal or contractual effect.

All provisions of these Terms which by their nature should survive termination of your license to access the Service or termination of these Terms (including but not limited to indemnification, limitation of liability, warranty disclaimers and intellectual property ownership) shall survive such termination.

These Terms, including all Policies, constitute the entire agreement between you and Folyo regarding the Service and supersede all prior agreements or communications relating to the subject matter hereof.

18. Questions & Contact Information
If you have any questions or concerns regarding the Service or these Terms, you may contact us at info@getfolyo.com