Published on: 11 March 2019
1.1. "Order Form" means the document detailing the Services ordered from us.
1.3. “European Public Affairs Technologies OÜ” as used herein means European Public Affairs Technologies OÜ, an Estonian company registered at Pärnu mnt 10, Tallinn 10148, Estonia (Registration code: 14272920).
1.4. “Briefed.eu” means our proprietary Internet-based software as a service application and associated technology made available from time-to-time by us to our customers at https://briefed.eu/ and from which the Services are rendered.
1.5. “Services” means the services made available by us on Briefed.eu, outlined in section 2 of this Agreement.
1.6. “Third-Party Platform” means a third-party social-media website (such as Twitter, Facebook, etc.) or any online media (such as blogs, message boards, news sites, etc.) from which we may retrieve information as part of the query made on Briefed.eu, which you may access discretionarily through the provision of the Services.
1.7. “Third-Party Content” means any data, information, or content originating from or belonging to any Third-Party Platform.
1.8. “Your Data” means any data, information, or content (such as search terms, notes, etc.) provided or made available by you to us in order to conduct a query or analysis.
2.1. The services provided by us consist of an online monitoring, data aggregator, analytics, and search tool for public affairs professionals and their employers, and include other services and tools (together the “Services”). The Services enable you as a customer to do the following: browse publicly available information about EU policy-makers and stakeholders in the EU policy-making process; track their online posts; monitor mentions of those policymakers and stakeholders in relevant media; view analytical representations of such posts and mentions; and receive customised email alerts based on that information.
2.2. The data we will provide will be limited strictly to information that can be found publicly online and as we deem relevant to EU public affairs professionals. You may request reasonable additions and corrections to the data held. If deemed reasonable, we will endeavour to add the sources and data, and make corrections within a reasonable period. Where you request urgent changes and corrections to the data help, we may charge an additional fee to be mutually agreed at the time. Regardless of requests, we will endeavour to constantly expand the data available within the limits of what is publicly available online and relevant.
2.3. Subject to the terms hereof, we will provide Customer with reasonable technical support services in accordance with Service Provider’s standard practice.
3.1. As of the earlier date of (i) the first log on to Briefed.eu, or (ii) at the execution date of an Order Form, you agree to be bound by and comply with this Agreement, and to bind your authorised users and require their compliance with the terms and conditions of this Agreement.
3.2. The Services are provided for the term defined in the Order Form (“Term”), along with the scope and financial conditions, only to and your selected authorised users unless approved by us in writing. You warrant that you are acting in a professional capacity. By granting access to those authorised users, you represent and warrant they are members of your organization and that they will comply with the conditions defined in the Agreement.
3.3. The Services are provided under certain conditions detailed in this Agreement. Your use of the Services constitutes your express acceptance of the conditions defined in the Agreement. You understand and acknowledge that the Services are dependent upon the availability and completeness of data and content provided by Third-Party Platforms and we cannot and do not guarantee the availability, completeness, or accuracy of any such data or content.
3.4. The Order Form sets out the fees for the Services. You must pay the fees in accordance with the conditions defined therein and in accordance with this Agreement.
3.5. The Services include the right for you to access Briefed.eu and use the Services, as they are defined in the Order Form, during the Term and in accordance with the conditions set out in the Agreement, in order to generate and view analytics and reports for internal business use only. The information, reports, and analytics consulted on the Briefed.eu constitute “Deliverables”. You acknowledge the Deliverables may quote or incorporate excerpts of certain material owned by Third-Party Platforms, and as made available discretionarily on and by those Third-Party Platforms.
3.6. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of your account, passwords (including but not limited to administrative and user passwords) and access codes, and for all uses of your account with or without your knowledge or consent.
3.7.1. You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorised within the Services); or remove any proprietary notices or labels.
3.7.2. The use of automated systems or software to extract data from Briefed.eu (“scraping”) is prohibited unless you directly concluded a written licence agreement with us in which permits it.
3.7.4. You shall not use the Services as a law enforcement tool or for the tracking of individuals, discrimination of any sort, or disciplinary purposes, etc. Further details are provided in the Basic Conditions of Use and Content Limitations that you represent to have read, understood, and agree to comply with.
3.7.5. You hereby grant us a worldwide, perpetual (surviving termination or expiry of this Agreement), irrevocable, sublicensable to our affiliates, and royalty-free license to use and incorporate into the Services any correction, improvement request, recommendation, suggestion, or other feedback provided by you.
4.1. Neither Party may use the other’s Confidential Information (as defined below) or disclose it to any other person for any purpose other than performing their obligations under the Agreement. “Confidential Information” includes, inter alia, trade secrets, any source code of any software used within or in relation to the Services, any financial information concerning the Parties, any information regarding our business or activities, as well as any information that, by nature or given the circumstances of its disclosure, should be understood to be confidential.
4.2. Confidential Information does not include any information that (a) was already lawfully in the receiving Party’s possession before receipt from the disclosing Party; (b) is or becomes publicly available through no fault of the receiving Party; (c) is rightfully received by the receiving Party from a third party who possessed the same information lawfully and without a duty of confidentiality; (d) is disclosed by, or is disclosed with the permission of, the disclosing Party to a third party without a duty of confidentiality on the third Party; or (e) is independently developed by the receiving Party without a breach of the Agreement.
4.3. Unless you have objected in writing, we may in our discretion disclose that you are our client and you hereby grant us a license to use your name and logo on our client list, website, and in sales material, provided that such license may be revoked at any time upon thirty (30) days written notice to us. Notwithstanding the foregoing, Your Data shall be considered as Confidential Information.
5.1. We warrant that during the Term we will: (a) provide the Services with reasonable skill and care; (b) maintain all licenses and permissions necessary to perform our obligations under this Agreement; and (c) not make a material adverse change to the functionality of the Services, unless required by a change in legal environment or the terms and conditions of Third-Party Platforms. We and our licensors and suppliers disclaim all other warranties for the Services, whether express, implied, statutory, or otherwise, including without limitation, any warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment or from a course of dealing, course of performance or usage in trade. Any access by you of any Third-Party Platform or other internet website via hyperlink from the Services is subject to the terms of service of such Third-Party Platform(s) or website(s) and at your sole risk. We make no warranty whatsoever with respect to the accuracy, availability, completeness, functionality, reliability, security, timeliness, usefulness, or any other aspect of any Third-Party Platform or Third-Party Content or website and the data and information contained thereon or obtained therefrom.
6.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR: (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES; AND (B) LOSS OF GOODWILL, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA OR LOSS OF PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2. OTHER THAN WITH RESPECT TO FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY LIABILITY TO THE EXTENT THAT IT CANNOT BE LIMITED UNDER APPLICABLE LAWS, OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES OR CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, IS LIMITED TO THE TOTAL AMOUNT OF THE NET FEES PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE (FIRST) EVENT GIVING RISE TO A CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE EXISTENCE OF THIS LIMITATION OF LIABILITY IS FACTORED INTO THE PRICING STRUCTURE OF THIS AGREEMENT AND/OR ANY ORDER FORMS.
6.3. You expressly acknowledge that under no circumstances shall we be liable in the event a Third-Party Platform restricts, either temporarily or permanently, our access to Third-Party Content in a way that would cause any part of the content provided through the Services to no longer be accessible. You are solely responsible for obtaining, subscribing, installing, maintaining, and operating all adequate software (such as your browser), hardware or other computer equipment or web, necessary for the use of the Services. You acknowledge that the internet is not a totally stable or secure environment. As such, we may not be held liable for any defects or delays in the Service arising as a result of any problem associated with the internet.
6.4. The damages up to the amount set forth in Section 6 shall be your exclusive remedy for any breach by us of this Agreement.
6.5. To the extent permissible under applicable law, any action against us based on or arising out of this Agreement or any other legal theory must be brought within one (1) year after the cause of action arises or after expiration or termination of this Agreement, whichever is earlier.
7.1. Service Provider Indemnity Responsibility
7.1.1. We will defend or settle any third-party claim against you to the extent that such claim alleges our technology used to provide the Services violates an intellectual property right of a third party, provided you promptly notify us of the claim in writing, cooperate with us in the defence, and allow us to solely control the defence or settlement of the claim. We may not settle a claim unless it contains a release and no admission on your part, subject to your proper use of the Services as defined in the Agreement. We will pay costs associated with the infringement claim incurred by us in defending you, the settlement amounts negotiated by us, and court-awarded damages by final court decision. If an infringement claim appears likely, we, at our sole discretion, may modify the Services, procure the necessary rights, or replace the Services or a portion thereof with a functional equivalent. If we determine that there are no reasonably available options, we may terminate the Services or a portion thereof. In case termination of the Service in its entirety or a portion thereof, we will refund you any remaining prorated portion of the prepaid fees.
7.1.2. We have no obligation for any claim to the extent of: (i) your use of information you provide to the Services; (ii) your use of technology or aspects not provided by us; (iii) your use of Third-Party Platforms, data, and/or content, to which the Services provide access, in violation of the conditions of this Agreement; (iv) a combination of the Services with other technology or aspects that you use or decide to add to the Services where the infringement would not occur but for the combination; and/or (v) your non-compliance with any term of the Agreement, and/or your violation of the applicable laws or regulations. In the event we receive any claim from a third party, we reserve the right to: (a) discontinue your use of the Services, (b) block access to the Services and/or (c) make inaccessible or delete all or part of the data on our systems that you entered into the Services or that have been added to our systems as a result of your use of the Services. SECTION 7.1 CONTAINS YOUR EXCLUSIVE REMEDIES AND OUR SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
7.2. Your Indemnity Responsibility. You will defend us against any third-party claim arising out of any of the following: (i) your use of the Services, Third-Party Content, and/or Third-Party Platforms to which the Services provide access, in breach of the Agreement; (ii) your non-compliance with any term of the Agreement, including but not limited to non-compliance with the Content Limitations, and/or (iii) your violation of any applicable laws or regulations, including applicable privacy and data protection laws. You will pay costs incurred by you in defending us, settlement amounts negotiated by you, and court awarded damages by final court decision.
9.1. Subject to earlier termination as provided below, this Agreement is for the Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Term, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
9.2. Either Party may terminate the Agreement in the event of any material breach by the other Party of any of the terms and conditions of the Agreement, following notice from the terminating Party indicating the nature of such breach and if the breach is not cured within ten (10) business days from receiving such notice, unless extraordinary circumstances necessitate a shorter period as indicated in the notice (“Cure Period”). Such termination does not relieve you from paying any remaining unpaid invoices for the period prior to the effective date of termination. During the Cure Period, we reserve the right to suspend your access to the Services.
9.3. We may amend this Agreement at our sole discretion from time to time. We will use our reasonable endeavours to notify you of any material changes to this Agreement including via email or by publishing a notice on our website; however, you agree that it is your responsibility to review this Agreement regularly and your continued use of the Services after the change has become effective will constitute your acceptance to any amendments.
9.4. We may suspend access and/or terminate an Order Form and/or this Agreement in its entirety under the following circumstances: (i) in the event of a change in the business, legal, or regulatory environment applicable to the Services in a way that we assess jeopardises the economic viability of our business model, subject to no less than three (3) month prior notice to you; or (ii) in the event of a judgment, administrative or court order, regulation, or similar to stop the provision of the Services, in which case we will notify you immediately of the effective date at which time the Services will be stopped. Either party may terminate the Agreement where a third-party data/content provider suspends or ceases providing us with data and/or content thereby depriving the Services of their essence, subject to three (3) month prior notice to the other Party. In the event of any of the foregoing, we shall, as a final remedy, reimburse any prepaid fees made prorata temporis corresponding to the portion of the Services yet to be received.
10.1. Applicable Law and Venue. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION, SUIT, PROCEEDING, OR CLAIM ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. The governing law and forum shall be the laws and courts of the Republic of Estonia and shall be adjudicated exclusively in the judicial district of Tallinn.
10.2. Force Majeure. Neither Party shall be held liable in the event of a breach caused by force majeure event, such as natural disasters, wars, government actions, failure of third-party telecommunications or other services, general or local unavailability of telecommunications or the internet network, fire, flood, explosion, armed hostilities, acts of terrorism, strikes and blockade, and as defined by Applicable Law in Section 10.1.
10.4. Entire Agreement. These Terms of Service, along with the Order Form, ( “Agreement”) constitute the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
10.5. You may not assign, transfer, or otherwise dispose of any of your rights or obligations under this Agreement to a third party without our prior written consent. We may assign, transfer, or otherwise dispose of any of its rights or obligations under the Agreement to a third party. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted assigns and successors.
10.6. The Parties are independent contractors and nothing in this Agreement shall be construed as creating any relationship of any sort between the Parties other than the one expressly provided by this Agreement.
10.7. The failure of a Party to insist on strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of any right of such Party.
10.8. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect the original intentions of the parties, and the remaining portions shall remain in full force and effect.
10.9. A person who is not party to the Agreement has no right to enforce any of these terms including under the Contracts (Rights of Third Parties) Act (Cap. 53B).
10.10. Notwithstanding the termination of this Agreement for any reason, Sections 5, 6, 7, 10, and those by their nature are meant to survive termination shall continue in full force and effect following such termination. The captions and headings in this Agreement are inserted solely for convenience and ease of reference only.
10.11. All notices, demands, and requests will be deemed given when sent by e-mail to the Parties’ e-mail addresses as set out in this Agreement (if to us: email@example.com.), unless otherwise stated. For contractual purposes, you: (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically, including but not limited to in pdf form, satisfy any legal requirement that such communications would otherwise satisfy if they were to be in writing.
10.12. You undertake to notify us immediately of any change in your contact details by providing your updated contact details to firstname.lastname@example.org.