EXXPERTAPPS ONLINE AGREEMENT

(Version 1.8 - Last updated on June 6th, 2013)

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.).

Table of Contents

1.0 Defintions
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
14.0 Confidentiality
15.0 Protection of Personal Data
16.0 Representation and Warranties
17.0 Limitation of Liability
18.0 Publicity
19.0 Term
20.0 Termination
21.0 Notice
22.0 General Provisions

1.0 DEFINITIONS

"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. 

"Contracted 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.

"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 functionality.

"Order Form" means the written agreement entered between You or the Client and Calvi Systems describing the terms and conditions for use of the Services.

"Offer" means the combined set of information which a Provider places in ExxpertApps to receive orders from Project Managers through ExxpertApps.

"Online Catalog" means a list of providers and their respective offerings which Project Organizers can see in ExxpertApps when they are doing online procurement.

"Project Manager" 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 administration, etc.).

"Services" means all the ExxpertApps services that You can access and use when You log in at the Websites and use the ExxpertApps functions.

"Supplier" means 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.

"Technical Support Services" means all those services which We provide to You to help You resolve usability questions and errors related to the Services.

"Websites" means the following Internet URLs which need to be accessed in ordered use the Services: www.exxpertapps.com and www.exxpertevents.com.

"Users" mean 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.

"We", "Us" 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.

2.0 ORDER FORMS

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..

3.0 LICENSE GRANT

License 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.

4.0 FREE TRIAL

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.

5.0 CONTRACTED SERVICES

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.

6.0 GENERAL USE OF THE SERVICES

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.

8.      report immediately to Calvi Systems (at support@calvisystems.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.

9.     accept the use of Cookies as described below.

7.0 USE OF SERVICES FOR SENDING E-MAILS

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.

8.0 USE OF THE SERVICES TO PUBLISH OFFERINGS (THESE TERMS ARE APPLICABLE ONLY TO SUPPLIERS)

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.

9.0 USE OF THE SERVICES TO CONTRACT OFFERINGS (THESE TERMS ARE APPLICABLE ONLY TO PROJECT ORGANIZERS)

You 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 your Buyers.

10.0 GENERAL CONSIDERATIONS ABOUT OUR SERVICES

Use of Cookies.  ExxpertApps 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 details regarding the use of Cookies by ExxpertApps:
- 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

11.0 TECHNICAL SUPPORT SERVICES

Non-Defect Support. If you have a question regarding how to use the Services, you send Your questions in an e-mail to support@calvisystems.com. 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 support@calvisystems.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.

12.0 MANAGEMENT OF YOUR DATA

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.

13. PROPRIETARY RIGHTS

Reservation 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.

Rights 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.

Rights on Suggestions. You acknowledge that Calvi Systems has a worldwide, irrevocable, royalty-free, and perpetual license to use any suggestion from you to modify the Services.

Violation of 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.

14.0 CONFIDENTIALITY

Identification 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.

Protection of 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.

15.0 PROTECTION OF PERSONAL DATA

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.

16.0 REPRESENTATION AND WARRANTIES

Each 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.

17.0 LIMITATION OF LIABILITY

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.

18.0 PUBLICITY

Public 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.        

19.0 TERM

Free Trial. 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.

20.0 TERMINATION

Termination 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.

Refund. 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.

21.0 NOTICE

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.

22.0 GENERAL PROVISIONS

Assignment. 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.

Entire Agreement. This Agreement together with the Order Form constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements.

Export 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.

Non 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.

Relationship of the Parties. The parties are independent contractors. This Agreement does not create any kind of dependence between the parties.

Severability. 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.