Useberry Legal

1.1. Basic Definitions: The following terms and conditions (“Terms & Conditions” or “T&Cs”) govern all use of the Useberry website (the “Website”, the “Site”) and the Useberry platform (the “Platform”), including any use or viewing of any content, feature, service and product available at or through the Platform (“Service (s)”) by you (“Owner”) when opening an account to access the Platform (“Account” ) either in order to join in a team and/or a work space after being invited by another Owner of a Account as a participant (“User”) and/or when you conduct, launch Studies via our own Account (“Client”).

An Owner can be at the same time a User participating in another Clients Team or Workspace and/or a Client.

As Clients with the rights and obligations set below, can be defined only the Owners (and not the Users) of a Account

Either you (the Owner) act as a User and/or Client you may be referred hereinafter as “You”, “Your”, “Yours” etc. The terms below regulate your rights and obligations depending on your role as a User and/or Client.

1.2. Who owns the Platform: The Platform is owned and operated by the company under the name “Useberry User Testing Technologies IKE”, a Greek private company seated at Moschato, Greece, 185 Kapodistriou street, P.C. 18345, with GEMI registration number 147139403000, with VAT no EL801021580, telephone number +302103464672, (“Useberry” or the “Company” or “We”, “Us”, “Ours”).

1.3. Validity of the present T&Cs: Access to the Platform and all Services are offered to You subject to Your acceptance of all of the present Terms & Conditions and all other applicable terms and conditions, operating rules, policies and procedures that are communicated from time to time on or through the Platform by Useberry and also through third parties partners of Useberry, where applicable.

You should read the T&Cs carefully before opening an Account to access the Platform or using any Services. By browsing, opening an Account and/or or using any part of the Platform, You agree to be bound by these Terms & Conditions. If a User disagrees with or cannot follow these Terms & Conditions (in part or in whole), then such User should not browse or access the Platform, use any Services or register to create a Account.

In case You have entered into a contract with Useberry, the terms of the contract the present T&Cs together with the contract will constitute the Agreement for You – any more specific or contradicting terms in that Agreement will prevail however the present T&Cs as more specific.

1.1. Description of the Services: Useberry provides the Platform to Owners, meaning persons who open an Account and use the Platform to create tests and studies (Clients), such as indicatively companies, institutions, organizations etc across industries and also to, designers and developers and/or to participate in a third party Team and/or Workspace (User).

1.2. A Client may use the Platform for its own purposes and/or for the purposes of one or more third parties acting on their name and behalf, at its declaration.

1.3. The Platform includes software, data, materials and tools to allow a Client to create and conduct those tests and studies (overall the “Studies”) by inviting third party users -outside of the Platform- (“Testers”) to participate in them.

1.4. Each Account creates a Team in the Platform (“Team”). The Platform serves unique spaces within a Τeam where Projects are housed (“Workspaces”). The versatility of Useberry allows Teams to create multiple Workspaces, each one potentially dedicated to a particular Project or aspect of a Study. Workspaces can either be public, allowing access to all Users invited as Team members, or private, limiting access to some Team members only.

1.5. You can choose Testers either from Your own database/ lists of users and/or a third party of our choice outside of the Platform (“Own Database”) or by a Testers’ database provided through Useberry’s third party contractors, companies, partners etc via the Platform (“Partners” or “Third Party Database”) under the terms and conditions further laid down below. A list of this/those Partner(s) would be available in the Platform.  When We refer to Testers in general in the text below, We mean any Tester from any Database.

1.6. Who is responsible for each Study:

a) Studies are created by the Clients, and/or the appointed Users, as laid down below in article 2, using the tools provided by the Platform, at the Client’s discretion and by setting his/her own criteria, attributes, characteristics and content. A collection of Studies is called “Project”.
b) The Client bears the sole responsibility for the lawfulness, fit for purpose and in general appropriateness of the Studies created in the Account where he/she is an Owner and is hosted in the Platform as well as to abide by the applicable laws and the present T&Cs of the Platform.
c) In addition, Client bears the responsibility to inform appropriately Testers regarding the scope of the Study and all its specific terms and requirements as well as for the collection and processing of their personal data and to meet all transparency requirements and legal obligations regarding the execution of Studies and the processing of personal data under the applicable laws
d) A Client must use the Platform to create Studies that meet the above criteria as well as to the provisions of the present T&Cs at Your own responsibility.
e) Α Client can invite Testers from Client Own Database and/or a Third Party Database via the Platform.

1.7. Distribution of Studies to Client’s Own Database of Testers:

a) When a Study is completed, a unique link is created and the Client will disseminate it to Testers the Client considers as more appropriate for each Study from the Client Own Database.
b) The Client will send this link to persons, using means and tools outside from the Platform, at the Client’s discretion, i.e. via the Client’s own or third party systems and/or means, at the Clients discretion and responsibility (i.e. indicatively through email or any other way considered appropriate)
c) The Client is responsible for the Client Own Database of Testers including but not limited to the lawfulness for the collection and processing of their personal data, as well as to identify whether they meet the Client’s criteria to participate in a Study; a Client must abide by all lawful requirements regarding the invitation of persons to participate in researches under the applicable laws for each Study.
d) Those Testers who agree to participate are then connected and redirected via a link to the relevant Study environment in Our Platform to provide their responses.

1.8. Distribution of Studies to Third Party Database of Testers:

a) When the creation of a Study is completed, the Client can choose to invite Testers via a Third Party Database, by using the available tools in Our Platform in order to inform Our Partner to proceed to the relevant invitations to the Testers. The use of Testers by a Third Party Database is charged as an additional service including also the Testers fees for their participation. For that reason a Client must first purchase Credits that are used to cover the above overall fees as further laid down below in II 3.4.
b) The Third Party Database is created and owned by a third party Partner who is responsible for the lawfulness of that Third Party Database including but not limited to the collection and processing of the Testers personal data as well as for the “fit for purpose” of the Testers to the attributes set by the Client. We rely on the above at the Partners own declaration. In case a Client does not wish to rely upon that declaration he/she can opt not to use that Third Party Database
c) In the Client’s Account Dashboard can set the targeting criteria of the Testers (attributes) and choose the type and the number of the Testers the Client wishes to invite. While preparing the invitation, a Client must also take measures to abide by all lawful requirements regarding the invitation of persons to participate in researches under the applicable laws of the Study as well as to abide with all transparency and information notices required to meet that goal.
d) You when acting as a Client, hereby appoint and authorize Useberry, in case You use a Third Party Database of Tester’s for a Study, to act on Your behalf to proceed to any actions necessary in order to send to the Partner the request to invite Testers as Your agent based on the attributes and on Your instructions inserted in Your Account Dashboard in Our Platform for each Study, under the terms and conditions of the Partner as applicable each time. The same appointment above applies for any other act necessary in order to use that Third Party Database on Your behalf. Useberry acts only as the intermediate between You and the Platform based on the above appointment. We are not involved in any other way in this invitation process, nor in any other action regarding the Third Party Database and We have no access nor control or processing of the Third Party Database.
e) The Partner invites the Testers from the Third Party Database, who meet the Client’s attributes set for each specific Study, in the Account dashboard. Testers who agree to participate are then connected and redirected via a link to the Study environment in our Platform to provide their responses. All data of the Testers visiting Our Platform to participate in the Studies are processed on the Client’s behalf and instructions as specified further in article 6 below.
f) Client can require from Partner to block any Testers from any future Study invitation, by indicating the Testers Partner ID referred in article 1.7 a) mentioned below.

1.9. Link provided for Tester’s Access to the Study:

Access to each Study from Testers invited from the Client’s Own and/or the Third Party Database is provided to the Testers via dedicated link(s) that lead to the Study environment and is distributed as laid down above in articles II.1.6. and II 1.7. It is noted that this link is active only for as long as and/or for up to the amount of Testers the Client indicated for each Study. After that, the link becomes inactive. The Client can also deactivate the link prior to that at its discretion. The Client are responsible to include the correct link to the invitation sent to the Testers as well as to inform the Testers for how long will the link be active, as above.

1.10. Feedback and Results for each Study:

a) After accessing a Study by activating the respective link, Testers visit temporarily the Platform and are allocated via your browser with a Technical Session Identifier to allow us to set technical specification to be able to complete the Study. Also, a random Session Name is created in the Team that can be visible by the Client. In case that the Tester is from the Third Party Database, a random Partner ID is also visible by the Client (It is noted that the Platform does not collect eponymous data of the Testers, and only keeps those random identifiers for technical and procedural reasons for each participation, that is not linked nor connected with any database or other eponymous data). Client may opt to change the Session Name – that is visible in the Client Account (rename it) for each Tester at their discretion.
b) Testers can provide their responses and feedback at a Study under the criteria and the process specified by the Client for each Study(i.e. indicatively by providing only written feedback, and/or oral and/or video and/or session registration, and/or any other interaction at the Client’s discretion and/or the Tester’s consent if so requested by the Client). Also information is collected from events related to the participation of the Tester to the Study (such as indicatively from heatmaps, timespan analysis, conversion funnels, user flows and others) – overall all the above the “Feedback”). It is noted that Useberry uses APIs of FIGMA (3rd party provider please see its T&Cs here) in order to have Tester’s interaction data (clicks, interactions, transitions) with the design or prototype that the Client has entered in a Study. Having this data Useberry can provide the Feedack to the Client with graphs, heatmaps and statistics. Clients must take measures that the Feedback requested meets also the provisions set in the applicable laws as well as the provisions of Our Platform set in the present T&Cs. Access of the Testers to the Platform stops as soon as their participation in a Study ends.
c) The Platform is not a participant to the Studies; it only collects and hosts the Feedback as well as process part of this Feedback to provide to the Client with aggregated quantitave and/or statistic results (the “Results”) – it is noted that the Results do not include information exported/extracted from the Video or the oral recordings of the Tester.
d) All Testers’ Feedback is stored in the Platform as long as Clients use the Platform (unless the Clients requests their deletion prior to that period and/or not withstanding article 3.2. f) regarding the freezing period). In case a Tester’s Feedback is deleted, it is deducted from the Result (that may change respectively). In case a Client deletes his/her Account all Testers’ Feedback and all other data are deleted automatically.
e) Ownership of the Study, the Feedback and the Results remain to the Client, as further analysed in article II. 10 below. Client bears its own responsibility on how to use the Feedback and the Results, including but not limited to extract the appropriate information for its own business and needs, at its discretion. Platform is not providing any consulting services and used merely as a technical tool to extract Results based on the above parameters.

1.11. Billable Answers per Tester Feedback

a) Regarding Testers invited from Your Own Database:
As Billable Answer is considered the acceptance of a Tester to participate at a Study after connecting with the link received and accepting to start a Study. In case that a Client deletes a Testers Feedback this is deducted from the Billable Answers of the Client’s Subscription Plan.

b) Regarding Testers invited from the Third Party Database:
As Billable Answer is considered when a Tester completes its Feedback to a Study. Study Deletion of a Tester’s Feedback by the Client does not deduct it from Billable Answers.

2.1. Registration process: In order to access and use the Platform and its Services, a person must open an Account. For that purpose, that person must complete the registration process and provide all necessary information requested at the registration form and follow the verification process indicated. Only after concluding that verification process a Account is created. The verified person above is the Owner of that Account. If You register through a third party provider e.g SSO, Google etc then You must give Your consent so that We can receive Your data from the third party providers in order to open an Account and also you must have accepted their terms and conditions/policies.

2.2. Each Owner is associated with one account in Our database and the identifier for each account is a unique email existing in Useberry’s database that has been verified at the registration Process. As Client can be identified only the person who is the Owner of an Account, has agreed to a Subscription Plan and it is responsible to pay the corresponding fee. Each Account creates a Team for each Owner -. An Owner can be either a Client, when it initiates and creates Studies in its own Account and/or a mere participant/member with specific rights in another Client’s Team.

2.3. By registering to use Useberry You acknowledge and warrant to Us that:

– You are authorised and/or have the legal rights to enter into an agreement with Us under these Terms, and to conduct any activities which You intend to undertake through Your Account (either as a Client and/or a User).
– You are over eighteen years old and You have the lawful rights to conduct the Studies and to use in general the Platform and its Services on Your own name and/or for a third party (i.e. company, institution or other organisation), that You are employed by, and/or are authorised to enter into these Terms on the behalf of that third party as well as provide all data and information (including also payment information related to that third party), when applicable;
– You will stop using the Platform and its Services as soon as You are deprived from the above lawful rights and/or when We are informed by that third party to forbid You from using the Account on its behalf;
– that You are using Useberry for professional purposes and not as a consumer
– that You have the lawful right to provide to Useberry the powers and the appointments as well as the orders referred in the present terms, including also but not limited to payment orders and orders to act on Your behalf.

2.4. Roles of other Users in a Client’s Account:

a) When You are a Team Member to another Client’s Account/Team as a User, You can have different roles based on the rights You have been bestowed by the Client in relation to that Client’s Account. Users with the role of Admins and Managers in a Team can invite other Users to become members in that specific Team and allocate to them their respective roles. Each User invited to participate in a Team is called a “Seat”.
b) A User is invited by a Client either by inserting a valid email address via the Platform or by using other invitation tools available in the Platform (i.e. apps or SSO’s or other third party tools), at the Client’s discretion.
c) If a User does not have already an Account, he/she has to create one prior to be able to log in the Platform. Once the invited User completes the above, he/she occupies a Seat in the Team, with the ability to proceed to specific actions depending to the role bestowed to that User. Those Users are considered as the Appointed Users of the Client.
d) The Client is responsible for allocating the roles the Users for each Study. More precisely the Users’ roles can be:
– Admins: are the Owner of the Client Account and/or other Users with access and responsibility to the overall Client Account/Team. They can manage overall the Account and the Studies, the billing options, buy credits and upgrade or downgrade the Subscription Plans.
– Managers: are responsible for organizing the Team by inviting and managing the roles of the Team Members. They can create and manage Workspaces, while also set up the SSO authentication.
– Members: can create Projects and launch Studies. They can join public Workspaces and private ones only when they are invited.
– Viewers: have access only to the “Results” page of any Project they can access but they do not occupy a seat on the Team.

e) A User can be at the same time a Client at his own Account and a participant /member Team at other Client’s Accounts. A Client will always have Admin rights at its own Account.
d) Content in a Teams Workspace can be either public (available to all Users) or private (available to some users, depending on their role.

2.5. Who is responsible for an Account:

a) Owners of an Account are always responsible towards the Platform and/or the Testers for any act or omission through their own Account, including also the act and omissions of the Users that have been invited to participate as Team members in the Account under their respective roles. Owner when acting as Client is also responsible for payment towards the Platform.
b) When you become the Owner of an Account, You agree to provide only true and accurate information and keep it up to date at all times. You are responsible for maintaining the confidentiality of Your password or account information, and for restricting access to Your device (computer, smartphone etc) so that others may not access any password protected portion of the Website or Service using Your name, username, or password in whole or in part. You further take full responsibility for all actions and activities performed through Your Account. You should inform Useberry for any unauthorized use of Your Account or any breach of security. You further acknowledge that You will control Your account, You are responsible for the Users that are invited to participate as members as well as for the roles allocated to them and that You are liable overall for any unlawful deed occurring via Your Account.

2.6. Useberry’s right to delete Your account: Useberry has no obligation to monitor any Account and/or its activities through it but may do so if reasonably warranted (e.g., to provide technical support, prevent illegal or harmful activity, perform its duties hereunder or comply with a legal obligation). However, Useberry may, at its sole discretion, or further to a third party complaint or claim temporarily or permanently disable, close or restrict access to any Workspace, or Account in part or in whole, that it considers that is acting unlawfully and/or against the present terms, and/or used for infringing on any third party legal rights and/or Intellectual Property or proprietary or personal rights and shall not be liable for any loss, damage or other undesirable consequences resulting therefrom.

3.1. Free trial: By choosing to open a Account You have the right to use the Platform for a free trial. Services provided during free trial are limited and full Services are only available when You select a Subscription Plan that fits better to Your needs. As soon as You opt for a Subscription Plan, the trial phase is over for Your Account.

3.2. Provisions Regarding Subscription Plans: The provision of the Services is subject to the purchase of a Subscription Plan. Subscription plans are the ones available to the Clients via the Platform at the time a Client opts to purchase a Plan. The following provisions apply to any Subscription Plan

a) A Subscription Plan provides a Client with the license to use (as further specified in article II 10.3 below) those tools of the Platform that are allocated to each Plan, for a specific period and under specific conditions, that deviate depending the Plan. Those conditions are set specifically in each Plan such as: the number of Billable Answers a Client can have per month/year, the number of Seats occupied as Users a Client’s Account/ Team, the number of Projects and/or other variables indicated by the Platform in each Subscription Plan from time to time (“Variables”);
b) The term of a Subscription Plan is either one month or one year.
A Subscription plan might terminate earlier if a Clients consumes all the Variable available for that Plan prior to the term of that Plan. In that case the Client must either wait for the automated renewal of the Subscription Plan (at the end of its term) or opt for an upgraded Subscription Plan. If the Client opts for an upgraded Subscription Plan, the new term shall be calculated based on the new subscription date.
c) The billing cycle in relation to a Subscription Plan is either monthly or annual (as chosen upon subscription to that Plan), starting on the day the Subscription Plan commences (“Subscription Date”) and ending at the termination of each Plan; payment for the Subscription Plan is due the corresponding date of the following month or year of the Subscription Date, depending on whether the agreed Subscription plan is monthly or annual e.g a Client with a monthly subscription set to cycle on the 2nd of the month will always be billed on the 2nd. If a month doesn’t have the anchor day, the subscription will be billed on the last day of the month. For example, a subscription starting on January 31 bills on February 28 (or February 29 in a leap year), then March 31, April 30, and so on. The same applies to calculate the term of any Subscription Plan.
d) A Client can change the Subscription Plan at any time, even prior to its termination or consumption of its Variables; Every time the Client opts for another Subscription Plan the term and the billing cycle are calculated based on the new Subscription Date (new billing cycle is created). Note that You cannot revert to a free Plan. i) If a Client wishes to upgrade to another Subscription Plan (with more Variables) within the duration the term of another Subscription Plan, the amount paid for the previous Subscription Plan, that has not been already consumed by the previous Plan, will be set off with the amount for the new Subscription Plan (and Client will pay the remaining fee for the new upgraded Subscription Plan). ii) If a Client wishes to downgrade to another Subscription Plan (with less Variables) within the duration of the term of another Subscription Plan, the outstanding amount paid for the previous Subscription Plan, shall be kept to be set off with any future payment of the Client for any future Subscription Plan.
e) Subscription Plans are automatically renewed at the termination of their term for an equal term as the previous Plan, unless a Client or Useberry requests that a Plan is not renewed. Such a request (for non renewal) can be submitted via the Client Account (applying to the button Cancel my Plan) at any time during the term of a Plan and up to the last day; the Plan will be terminated at the end of its terms (without automated renewal).
In order to terminate the Subscription Plan immediately the Client must request it in specific via email to the Company.
Note that fees paid for a Subscription Plan are non-refundable (in whole or in part).
Only in case Client closes his/her Account he/she can submit a request within the latest 1 month from closure to receive money back if there is any money kept due to a Subscription Plan downgrade referred in par. d) ii) above (and that amount was not already set off with another payment of the Client)
f) In case that a Client opts not to renew a Subscription Plan, his/her Account is set to freezing status (“Freezing Period”). Client cannot access the information stored in the Client Account, nor use any of the Platform Services, nor spend any remaining Credits. Client can purchase again a new Subscription Plan at any time. In that case, his/her Account shall become active again and he/she can continue to have access to the information previously stored (We remind You in case an Account is set freezed, information is stored only for 2 years and then will be deleted automatically) and to all the Services and the remaining Credits. In case that the freezing status remains for more than 2 years, Useberry reserves the right to delete Your Account. In that case, all termination results laid down in II. 4.2 below shall apply.
It is clarified that he/she can continue to act as a User participating in another Client’s Account as a Team Member, even during the Freezing Period and for as long as he/she continues to have an Account in the Platform.

3.3. Who is responsible to pay:

a) A Client who orders a Subscription Plan or permits or causes one to be ordered on his behalf or on another third party’s behalf is deemed to have agreed to and accepted liability for the payment of all fees and charges associated with the Subscription Plan, and consented to the same being calculated, billed, revised and adjusted according to the rules that Useberry has established thereof.
b) The Client provides a standing payment order to pay the relevant fees at the end of each billing cycle for the renewal of the Subscription Plan and/or for a change to another Plan, at the time the Client requests that change, by providing the appropriate credit/debit card data in the third-party processor’s system in order to fulfil the standing orders of payment at the end of each billing cycle or whenever a payment is due subject to the present Terms. It also provides a right to sett off any money kept with any payment due to the Company (in part or in whole). For all the above reasons the Client hereby provides a standing, perpetual authorization to Useberry to provide an order to the third party payment processor to debit the Client’s credit/debit card provided with the relevant amount of fees applicable to chosen Subscription Plan on behalf of the Client and/or to keep money on the Client’s behalf and then set it off with any payment due to the Company. This authorization is perpetual subject to its revocation (for the future) from the Client in case of non-renewal of the Subscription Plan. This standing authorisation is renewed in case the Client purchases a new Subscription Plan. Also, the above authorization is automatically revoked in case of termination of the present Agreement and/or of a specific Subscription. Client can also change at any time the credit/debit card details provided to the third-party payment processor.
c) If a Client does not opt to provide the above standing order or revokes that order at any time, without cancelling a Subscription plan, payment for renewal of the Plan must be received the latest within 14 days from the purchase or the renewal or the upgrade to any Subscription Plan. If payment is not made within that period, the Subscription Plan shall be freezed and Client shall not be able to receive any Services from the Platform, until payment is made.
d) In case of payment via bank transfer, payment must be made the latest within 30 days from the purchase or the renewal or the upgrade to any Subscription Plan. If payment is not made within that period, the Subscription Plan shall be freezed and Client shall not be able to receive any Services from the Platform, until payment is made.

3.4. Provisions regarding purchase of Credits

In order to be able to invite Testers from the Third Party Database, the Client must prepay the fees to recruit Testers. Credits shall be deducted depending on the number of Billable Answers received by the Testers recruited by the Third Party Database. The value of each credit may differ based on Variables included in each Credit Plan that is available in the Platform at the time of purchase of the Plan. Credits include payment for Service fees as well as fees payable to the Testers on the Client’s behalf, as his/her agent. Credits that have been deducted for a Billable Answer cannot be paid back to the Client for any reason. In case a Client delete the Account in the Platform Client may submit a separate request to receive refund of the remaining Credits in the Account within the latest 1 month from deletion. No other way to receive refund for the Credits is applicable. The Client is responsible to pay the above and bears the responsibilities of article II 3.3a) above

3.5. General conditions for fees and payments

a) Useberry reserves the right to alter the fees, the Variables as well as the provisions of each Subscription and/or Credit Plan at any time for the future. Such alteration shall be posted in the Platform. In case that Your Subscription Plan has changed, Useberry shall inform You within reasonable time prior to the automated renewal. If You continue to use Useberry Services after the time of the renewal the new Subscription Plan shall be deemed accepted by You and payment shall be adjusted accordingly. Otherwise You can ask not to proceed to renewal prior the end of Your billing cycle period.
b) Payments shall be in the currency indicated in the Portal. All sums owed to Useberry must be paid in full, without deducting any currency conversion or payment-related charges. The fees are to be paid by credit/debit card accepted by the Platform via a designated third-party payment processor. Any other method of payment is only available subject to a specific explicit agreement between Client and Company. Company reserves the right to amend the payment method and provisions at any time.
c) The third-party payment processor is responsible for the processing of payments via the Platform. Company does not control nor is involved at any stage at the processing of the payment via the third-party processor. Also, any personal data provided by the Client for the processing of the payment is processed and/or stored only by the third-party processor. Company has no access nor control over those personal data. The terms and conditions of the third-party processor as well as its privacy policy apply in addition to the overall T&Cs in each payment process. Clients will be required to agree to such policies in making any purchases.
d) Client overall acknowledges that: (a) his/her payments are handled by third-party service providers; (b) Useberry is not responsible for these parties or their services and has no liability as concerns payment processing; (c) late payment may result in the suspension of Service, restriction of access to certain or all of the features of the Platform or the termination of the Agreement.
e) The provision of the Services is subject to the payment of the relevant fees. The Company reserves the right to suspend the provision of the Service up to the fulfilment of that payment. In addition, the Company reserves the right to terminate the Service and/or (in case of repeated non payments) to suspend and/or close User’s Account. The above rights can be exercised at the Company’s discretion (separately or cumulatively).

4.1. The present T&Cs constitute the agreement between Useberry and each Account Owner and it is of an open-ended term.

4.2. The present T&Cs continue to apply even at the Freezing Period (between renewals of Subscription Plans) and up to the closure of the Account.

4.3. The present T&Cs can be terminated by either party by closing an Account. Termination is effective upon the closure of the Account.

4.4. Client can request to close his/her Account at any time by sending email at contact@useberry.com_or taking the relevant actions in the Platform, if available.

4.5. Useberry reserves without limitation the right to suspend and/or delete any Account and terminate the Platform’s relationship with any User for due cause, including (indicatively but not exclusively) the following:
i. any violation of the present terms and conditions or any other illegal act or omission violating any laws or statutory provisions;
ii. provision of false/inaccurate information in the Account;
iii. violation of any right of a third person that has come to Useberry’s attention;
iv. following a complaint received by another User or by a third parties for breach of the present terms, violation of any law or statute;
v. following the request of any Authority and/or Court decision and/or relevant competent body;
vi. any other or omission that could damage or harm in any ways the Platform (i.e. indicatively its operation, its reputation, its tradename and IPRs, its technical specifications, its software etc.);
vii. repeatedly infringing and unlawful conduct on behalf of any User;
viii. as a result of the notice and take down process described in article 13 above.

4.6. After termination the following apply:

a) After deletion/closing of the Account all Tester’s Feedback and all other information in the Account will be deleted automatically.
b) Owner will have no longer access to the content of his/her Account. You can download the Feedbacks and the Results hosted in Your Account at the time of closure, by using the relevant tools prior to the deletion of the Account. After deletion of Your Account it is no longer possible to retrieve any content from it.
c) No amounts are returned or transferred back to the Client but to the provisions of the provisions of articles II. 3.2. e) and II 3.4. above apply.
d) If You wish to use again the Services of the Platform, You must follow again the process of opening an Account as laid down in article 2 above.

Notwithstanding any other representations and warranties provided in other provisions of the present T&Cs, You declare that you understand the following too (depending on your role in the Platform either as a Client and/or a User):

5.1. The Owner of an Account must be a person (physical one). If that Owner is acting as a Client too, then he/she must be acting on his/her name and/or on behalf of an entity with legal capacity bearing the lawful right to do so.

5.2. Upon opening a Account, ordering a Subscription Plan, becoming a User, and otherwise when transacting with Useberry, You shall use Your true legal name and provide such true and accurate contact, payment details and other information as requested (Useberry only asks for information that is appropriate for the Services and the use of the Platform).

5.3. Useberry does control nor intervenes in any way with the creation of the Studies or in the Testers’ responses to those Studies. It is Your responsibility when acting as a Clients  to ensure setting the right criteria for the Testers, to comply with the present terms, and the applicable laws to the Study, to inform the Testers about the details and the procedures applicable for each Study and for the processing of their personal data, as well as that all legal and ethical responsibilities are met when using any of the Platform Services as well as the Account.

5.4. Useberry does not have any knowledge nor claim any right in the content of any Study and You confirm when acting as a Client that You own all rights in, or licensed to use, all materials and have secured all necessary permissions to conduct a Study.

5.5. You warrant to Us, when acting as a Client, that the data of the Users invited to participate in Your Account/Team are lawful and acquired properly

5.6. You further warrant that You will not use the Service for sending unsolicited communications or uploading, transmitting, delivering, running, controlling or storing harmful code, or illegal content, and, that no invited User will do so.

5.7. If the Company reasonably believes that Your actions or omissions via Your Account or any such actions and/or omission undertaken by other Users invited to participate in Your Account violate the law or otherwise conflict with the Agreement, it may, in its absolute discretion: (i) ask You to take such action as the Company considers necessary for remedying the matter (which, where feasible and legally permitted, will be the preferred option); or (ii) remove, disable, restrict access to, or delete the Account (in part or in whole – i.e. part of its content of the data included therein) without being liable (neither towards You nor anyone else) for any loss, damage or other undesirable consequences resulting therefrom.

5.8. Without prejudice to any of his statutory obligations, You undertake that You will not (despite the role you have in the Platform): (i) interfere with the proper functioning of the Service; (ii) impose an unreasonable load on the Service or its infrastructure; (iii) consume any resource or otherwise use any item hereunder in a manner or to an extent that prejudices another person’s (Account Owner’s) enjoyment of the Service; (iv) reproduce the software of Useberry’s Platform, except as expressly permitted herein; (v) translate, adapt, arrange or otherwise alter the software of Useberry’s Platform or reproduce the results of any such activity; (vi) distribute or redistribute, including sell, rent, lease, lend or otherwise make available, the software of Useberry’s Platform (neither the original software nor any copy thereof) or any other part of the Service; (vii) decompile, disassemble or otherwise reverse engineer the software of Useberry’s Platform; (viii) remove, alter, hide or obscure any copyright notice, trademark or other proprietary rights notice embedded in, appearing on or otherwise pertaining to any part of the Service; (ix) create or attempt to create any product or service that is substantially similar to, or performs the same or substantially similar functions as, or otherwise competes with any part of the Service, or purports to be created, provided or approved by the Supplier or its licensors; or (x) cause anyone else to do any of the foregoing.

6.1 The use of our Platform will involve different roles and different “flows” of personal data (as defined in the General Data Protection Regulation (GDPR), depending also on Your role either as Client and/or User. In particular:

a) When you are acting as a Client, You will be the Controller of the personal data of the Testers and/or the Users participating in Your Account, collected and/or hosted in our Platform while using any of the Services provided in the Platform. We only act on Your behalf and under Your instructions as the Processors of those data. You can configure the instructions provide to the Platform regarding the collection and the hosting of any personal data, by using the relevant tools in the dashboard of Your Account; You are responsible for the lawfulness and the legitimacy of Your Studies as well as of all the personal data collected through it. Our relationship regarding the processing of the personal data is governed by the terms of the present TCs and, depending on Your country of establishment by the following (that you accept when you register as a User in our Platform):

i) If You are located within the EEA or a country with an adequacy decision or other relevant safeguard (i.e. DPF listed company), by the Data Processing Agreement
ii) If You are located outside the EEA without adequacy decision or other relevant safeguard, by the DPA and the EU SCCs (Processor to Controller)

You shall accept these documents when opening an Account in Our Platform and shall be deemed applicable as soon as You order us to process any personal data on Your behalf (either on the trial phase or at any other stage thereof and for as long as You have an Account in Our Platform).

b) It is clarified also that You act as Controller when you instruct the Platform to invite Testers from The Third -Party Database. Your relationship with the third party who is the owner of the Third -Party Database is Controller to Controller and You have an independent stand-alone relationship between you two, bearing both your own responsibility regarding the lawfulness of processing. We only act as your agent, merely in order to transfer Your instructions in order to invite Testers from the Third-Party Database (and not as a Processor).

c) We only act as Controllers in the following occasions:

i) of the personal data of the Users registering to open an Account in our Platform and/or to participate in Your Account depending on the roles You allocate to them. In this respect, we only use the User personal data in line with our User Privacy Policy  that You accept when You register in our Platform. This policy informs You about the relevant processing activities as well as your lawful rights as laid down in the GDPR.
ii) of the pseudonymous data of the Testers when visiting our Platform to provide their Feedback for operational and security purposes only, as laid down in our Tester Privacy Policy and our Security measures (please see here) that Testers accept when visiting the Platform for the above purpose.

6.2. Your use of the Platform with respect to the personal data collected and hosted in the Platform, when you act as User in another Client’s Account will be subject to the instructions of that Client (who is the Controller) as well as the roles appointed to you by that Client. Your internal relationship with the Client and the roles allocated to each of you outside of the Platform are not controller nor checked by the Platform. We only follow the instructions laid down in the Platform regarding your respective role as Users in the Client’s Account. Also, when You are giving us instructions regarding the personal data collected and hosted in another Client’s Account, You declare that You follow the Clients instructions and wishes and the Client declares that those are binding and approved by the Client.

6.3. In addition to any other provisions laid down in the present T&Cs in relation to privacy and data protection obligations, You are also responsible, when acting as Client, to follow at all times, the rules below regarding the nature of the personal data You collect and host in our Platform, that apply in all cases when you are using any of our Services, including also when you invite Testers from the Third Party Database: and you are In each case:

i) You understand that the Tester’s personal data will be pseudonymized by our Platform (as laid down above in the present T&Cs). Here’s more information about the difference between anonymised and pseudonymised data . You shall not attempt to re-identify any Tester through the pseudonymised data nor combine it with any other data available to you, with the use of the Platform tools.
ii) Where You consider it is strictly necessary for your Study to collect any media materials such as audio, video or images (“Media Materials”) from Testers as an essential part of the Study, You should not use those Media Materials to seek to re-identify any Tester and should not combine that information with any other information which you hold in such as manner as to facilitate the re-identification of any Tester. In any case if You are conducting a Study which will involve the collection of any Media Materials You must ensure that you choose the appropriate legal basis, and that the Testers are made aware that this may impact upon their anonymity, so that Testers can make an informed decision as to whether they want to take part in your Study.
iii) You shall not in the context of any Study or otherwise request any direct identifiers from Testers. Whilst it may be possible to identify a Participant from Media Materials collected (if any) you should ensure that any such Media Materials do not include direct identifiers and that you take all reasonable steps to maintain the anonymity of the Tester as far as possible. For example, if you are collecting audio or video samples as part of your User Study you should ensure those audio and video samples do not include the individuals name, address or other direct identifiers.
iv) If and when you correspond directly with any Tester for any reason this can be done outside of the Platform, by using Your own means and tools at your discretion and responsibility. In any case we note that You do not receive any contact information or other identified personal data by the Third Party Database and that you are not allowed to attempt to directly contact any Tester.
v) You are responsible to determine the lawfulness of the processing of those data and to abide by all the applicable privacy rules at your jurisdiction, by using appropriately the tools and the functionalities provided in our Platform, as well as regarding the instructions you provide to us to act on your behalf. We do not control nor check any of the instructions. You are also responsible to abide by the applicable transparency requirements as well as to give information regarding your identity and the nature/scope/details of each User Study. You may opt to use at your discretion the available tools of the Platform to comply with the above requirements by inserting the appropriate informative content and to ask for the Testers free consent where You consider it appropriate and applicable per case.

6.4. Where the EU SCCs apply as laid down in article 6.1. a) ii) above, they are incorporated in these Terms in full, and you agree to comply with them.

Without limitation of anything else set forth in the present Agreement You understand and agree that Useberry further limits its liability in connection with Your use of its properties as set forth:

7.1. Useberry Properties, including, without limitation, all Content, Useberry SDK, the Platform, the dashboards, Useberry App, the Services and the functions made available on or accessed through or sent from the Platform, are provided “AS IS,” “as available, ” and “with all faults” without warranties implied or statutory including without limitation warranties of merchantability, fitness for a particular use and non-infringement. Useberry and its parents, subsidiaries, and affiliates make no representation or warranties or endorsements of any kind whatsoever (express or implied) about them.

7.2. Useberry is trying to build the best service for its users, however, it cannot guarantee the uninterrupted or error-free function of the Useberry SDK, Useberry App, the Platform and the Services nor that the defects will be corrected or that it will be free of viruses. Therefore Useberry does not warrant that any of the above will be uninterrupted, error-free, accurate, complete or current, that defects will be corrected; or that the properties or the servers that make them available are free of viruses or other harmful components.

7.3. Useberry is not and cannot be held responsible for any technical issues in relation to any telecommunications or internet network (including in relation to speed or bandwidth), including any injury or damage to entrant’s or any other person’s device related to or resulting from the participation, access or downloading any materials in a Useberry Test.

7.4. Useberry is not responsible and cannot be held liable for any non-compliance of the Platform (where Useberry SDK is integrated), with Google Android and Apple iOS Policies or other third party apps and/or third party services (including also Partners of the Platform) for any breach by those parties of applicable legislation and/or their own T&Cs. Useberrry is not a part and does not warrant nor represent the services and/or the tools provided by those third parties. Users must directly contact those third parties for any breaches or claims against them.

7.5. Useberry does not monitor and is under no obligation to monitor the content of any Account nor of the Study.

7.6. Useberry reserves its right to terminate at any time Your use of its Services and the Platform in whole or in part, for any reason, including but not limited, the change of business or legislative environment regarding its operation and its Services or any other reason. In that case all Users of the Platform shall be reasonably informed with all the necessary details.

TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCLUDING EITHER PARTY’S FAILURE TO COMPLY WITH THE AGREEMENT & LAWS, EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT; AND/OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS (COLLECTIVELY, “EXCLUDED DAMAGES”): (A) NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE; AND (B) EACH PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO BREACH OF THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE TOTAL AMOUNT OF FEES PAID OR PAYABLE TO US FROM YOU WITH RESPECT TO SUCH SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE SUCH LIABILITY ARISE.

9.1. You hereby indemnify and hold Useberry harmless and agree to defend against any third party claim or action brought against Useberry or any of its parent, subsidiary or affiliated companies, from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including legal fees and costs) arising out of or in connection with any claim(s) regarding the: (a) breach of any warranty, representation, covenant or agreement made by You in this Agreement; b) misuse of Useberry Service; c) violation of any third party rights; and d) violation of all and any applicable laws or regulations.

9.2. Useberry hereby indemnifies and holds You harmless and agrees to defend against any third party claim or action brought against You or any of Your parent, subsidiary or affiliated companies, employees, representatives, directors, and officers from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including legal fees and costs) arising out of or in connection with any claim(s) regarding the: (a) breach of any warranty, representation, covenant or agreement made by Useberry in this Agreement; b) infringement of any intellectual right of a third party; and c) violation of all and any applicable laws or regulations.

9.3. The indemnified party must (a) promptly notify the indemnifying party in writing of any third party claim (provided that a failure to promptly notify will not relieve the indemnifying party of its indemnification obligations, except to the extent it has been prejudiced by such failure); (b) reasonably cooperate with the indemnifying party in the defence of the matter; and (c) give the indemnifying party primary control of the defence of the matter and negotiations for its settlement, at its own expenses. The indemnified party may, at its own expense, join in the defence with counsel of its choice. The indemnifying party may not enter into a settlement unless it has obtained the written consent of the indemnified party (not to be unreasonably withheld).

10.1. Client’s ownership of the Feedback and the Results

a) The Client shall be the exclusive owner of the Study as well as Feedback and Results. For clarity, the Client shall also be the exclusive owner of any Study as the strategy as created and implemented by the Client and all Intellectual Property Rights thereof.

b) Client grants to Useberry a perpetual, worldwide, non-revocable, non-exclusive license to access and use the Results solely for the following purposes and under the following limitations:

c) Useberry may access, store and process the Feedback and the Results, in order to be able to extract the Results, and to provide its overall Services to the Client. Useberry may also access, store and process the Results for purposes of prevention and detection of illegal activity, fraud or network security incidents and for verifying Client’s compliance with the terms of this Agreement;

d) In no case (including cases under (i) or (ii) above) shall Useberry share, disclose, divulge or make available the Results to third parties, except if requested to do so pursuant to a court order, subpoena, or other governmental authority.

e) You hereby grant Useberry a fully paid, non exclusive, royalty free, non transferrable licesnce to use Your trademark, logos and/or trademarks for the purpose of the Agreement e.g to provide Useberry both to Clients and Users, to report to Useberry’s advisors, investors, to promote marketing material etc.

10.2. Useberry ownership of the Platform IPRs

a) Useberry is and shall remain the sole proprietor of its own intellectual property rights referred in the present.

b) Except as otherwise indicated in the present Terms, the Platform and all text, images, marks, logos and other content contained herein, including, without limitation, the logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Useberry or its licensors and are protected by applicable intellectual property laws. You may not modify, reproduce or publicly display, perform, or distribute or otherwise use any such information or materials for any public or commercial purpose except in accordance with the Terms of Platform. A User may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license, or otherwise exploit the Platform or any materials on the Site, except as expressly permitted by these T&Cs or other applicable policies. You must not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials.

c) The Useberry logo and name and all other product or service names or slogans of Useberry displayed on the Platform are trademarks of Useberry and may not be copied, imitated or used, in whole or in part, without the prior written permission of Useberry. In addition, the look and feel of the Platform may not be copied, imitated or used, in whole or in part, without the prior written permission of Useberry. All other trademarks, including registered trademarks, product names and company names or logos mentioned in the Platform are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Useberry.

10.3. License to use the Platform

a) As soon as anyone becomes an Owner of an Account, the Platform provides him/her with a personal, non-transferable, non-exploitable, non-exclusive, open-ended one user license to access the Platform only for legitimate business use purposes under the present Terms and Conditions. All Services are licensed to use only subject to payment. It is expressly forbidden to use the Platform for illegal purposes and/or for professional exploitation. You may not sublicense the use of, or the access to the Platform and the Services to any third party with or without remuneration. The present license shall be automatically terminated when the relationship with the Platform is terminated for any reason.

b) Providing access and allowing the use of the features, tools and Services provided by the Platform does not give You or any other third-party ownership of any of the Company’s intellectual property rights to any of the above. We retain ownership of all intellectual property rights in and to the Platform, its features, tools and Services including copies, improvements, enhancements, derivative works and modifications thereof. The rights to use the Platform are limited to those expressly granted hereby. No other rights with respect to the Platform or any related intellectual property rights are granted or implied.

c) The Platform is not liable for any access or use of any User generated content, including any that is uploaded by Users in violation of any User’s and/or any other third party’s intellectual property rights. Platform bears no liability for any dispute that may arise regarding intellectual property rights in relation to the content uploaded by the Users on the Platform.

d) You are expressly prohibited to engage in any unlawful act which may undermine the rights of the Users-owners or right holders of the content uploaded in the Platform. Indicatively, but not exclusively, You are prohibited from engaging into any unlawful act or omission, including (but not limited to ) the following activities:
– Recording and direct or indirect, temporary or permanent reproduction of the content by any means and in any form, in whole or in part, except as expressly allowed within the Platform.
– Translation of the content of the Platform.
– Arrangement, adaptation or other alteration of the content.
– Unauthorized and/or illegal distribution to the public in any form by sale or otherwise.
– Any other act or action contrary to these Terms & Conditions.

11.1 “Confidential Information” means any proprietary information, including third-party information, disclosed, in whatever tangible form or medium, to the other party, irrespective of whether it is clearly marked “confidential” (or with some other proprietary notice or not) and (ii) all information disclosed orally or otherwise in intangible form by the disclosing party. Confidential information shall not include any part of such information which: i) Is in or comes into the public domain in any way without breach of this Agreement by the Receiving party; ii) Has been independently developed by the Receiving Party without recourse to the Confidential Information; iii) The Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party of any confidentiality or non-disclosure Agreement; put in force between the Receiving Party and this third source; and/or without breach by this third source, of any confidentiality or non-disclosure Agreement put in force between such third source and the Disclosing Party; iv) Is disclosed by the Receiving Party with the prior written approval of the Disclosing Party. For clarity, the Client Results (excluding the “Derived General Tagging Data), as well as all and any contact data of Client employees or representatives provided voluntarily by the Client for the commercial, legal, technical or other communications under this Agreement, shall be treated by Useberry as Client’s Confidential Information. (b) “Disclosing Party” means and refers to either party and all its associated companies, associates, employees, officers, servants, agents or professional advisors (including, without limitation, legal counsel, accountants, consultants, bankers and financial advisors), acting on behalf of such party (“hereinafter referred to, collectively, as “Representatives”), where and whenever such party discloses confidential information to the other party. (c) “Receiving Party” means refers to either party and all its associated companies, associates, employees, officers, servants, agents or professional advisors (including, without limitation, legal counsel, accountants, consultants, bankers and financial advisors), acting on behalf of the Receiving Party (“hereinafter referred to, collectively, as “Representatives”) where and whenever such party receives information from the other party.

11.2. Use of Confidential Information. The Confidential Information will be kept strictly confidential and shall not, without prior written consent, be, whether orally or in writing or by any other means, disclosed, divulged, provided or made accessible to any other person (the term “person/s” as used in this Agreement being broadly interpreted to include, without limitation, any corporation, company, partnership and individual as well), either directly or indirectly by the Receiving party or by its agents, representatives, officers, directors, partners, employees or advisors (including, without limitation, legal counsel, accountants, consultants, bankers and financial advisors), in any manner whatsoever, in whole or in part, and shall not be used by the Receiving Party or its Representatives, for any purpose whatsoever other than for the performance of this Agreement (the “Purpose”). The Receiving party shall disclose the Confidential Information only to such of its directors, employees or representatives as they may need to know the Confidential Information for the Purpose. The Receiving Party shall treat the Confidential Information with the same degree of care and with sufficient protection from unauthorized disclosure as the Receiving Party uses to maintain its own confidential or proprietary information. The Receiving party shall ensure that anyone to whom the Receiving party discloses the information complies with this Agreement as if they were the Receiving Party and that they enter into a Confidentiality Agreement with the Receiving party (or directly with the Disclosing party, if the latter so requests) on terms no less protective than those contained in this Agreement. Every party and its Representatives will take all necessary organizational and technical measures to ensure that all Confidential Information is properly safeguarded. In the event that the Receiving Party is required by law, Public Authorities or court order to disclose any Confidential Information to any third party, it shall use its best endeavours: (i) To inform the Disclosing Party of the full circumstances of the disclosure and the Confidential Information to be disclosed (ii) To consult with the Disclosing Party with the aim of taking all possible steps to avoid or limit disclosure and taking those steps where they would not result in significant adverse consequences to the Disclosing Party (iii) To gain assurances in relation to confidentiality from the body to whom the information shall be disclosed (iv) To limit the disclosure and provide only the absolutely necessary Confidential Information as requested by the Competent Authorities, provided, however, that any such disclosed information will remain subject to this Confidentiality Agreement.

11.3. You understand that Useberry cannot and does not guarantee that the Testers will treat confidential or sensitive information that You might wish to include in a Study as confidential and we are not responsible for the Testers actions. Therefore, in case Your Study contains confidential information that You wish to protect, You are recommended to uphold any measures you consider reasonable and appropriate, at Your discretion, to protect this confidentiality when it is accessed/viewed by the Testers.

12.1. You acknowledge that, from time to time, circumstances may arise that make it necessary or desirable to vary certain provisions of this T&Cs. Such circumstances may include (but not limited to): (a) the Company’s launch of a new service or a modification to the Service; (b) a significant change in the Company’s operating environment; (c) an order or a judgment being entered against or in favour of the Company; (d) a significant corporate event, such as, e.g., the Company’s merger, acquisition or transformation; (e) the Company’s transfer of the enterprise or a part of the enterprise to which the Agreement pertains; (f) the ambiguity, invalidity, voidability or unenforceability of a provision herein; (g) any other event whose occurrence or expected occurrence in the Company’s reasonable judgment necessitates an amendment hereto.

12.2. You agree that: (a) upon any of the circumstances referenced in the preceding section the Company may make such changes to the Agreement as it reasonably deems appropriate; (b) the Company may amend the T&Cs as follows: (i) if You are acting a Client, then by providing him with the revised text of the T&Cs or the revised part thereof or with a URL specifying a location where the same is available on the internet, or (ii) If You are only acting as User and not as Client (too), then by any of the means described in point (i) or by posting the revised text of the T&Cs or the revised part thereof on such page of the Company’s website as then used for publishing materials such as the Terms; (c) if You are a Client and the revised version of the T&Cs substantially reduces his rights or increases his responsibilities, the Company will give him reasonable notice of such new version’s entry into force.

12.3. Notwithstanding anything herein to the contrary, the Company may modify the Service (for the future) as laid down in article II.10 above. Unless otherwise expressly agreed, the use of any new features, versions, releases, updates or other modifications that the Supplier may make available in connection with the Service shall be subject to the T&Cs. If You continue to use the Service after any such modification shall constitute his consent to the respective modification(s).

12.4. if You do not agree with the Company’s changes (whether to the Agreement or the Service), Your sole remedy shall be to terminate the Agreement and stop using the Platform and the Service.

13.1. With regard to assignment, sublicensing and other disposals, the Parties have agreed that:

You shall not, without the Company’s prior explicit consent, sublicense, assign, encumber or otherwise dispose of any of his rights or obligations hereunder, except that the User may, without seeking the Supplier’s consent: (a) dispose of his financial claims, i.e., claims whose sole object is the payment of money to the User; (b) assign this Agreement, i.e., all his rights and obligations hereunder, or cause the same to be transferred, as part of the any general succession (including merger, acquisition and transformation), division, transfer of the enterprise (or a substantial, coherent part of the enterprise) to which the Agreement pertains or divestiture of all or substantially all of his assets as a whole.

13.2. The Company may: (a) sublicense, assign, encumber and otherwise dispose of any and all of its rights hereunder; and (b) assign this agreement, i.e., all its rights and obligations hereunder, or cause the same to be transferred: (i) to its parent, any of its wholly- or majority-owned subsidiaries or a wholly- or majority-owned subsidiary of its parent; or (ii) to another entity specified in the definition of “Company”; or (iii) as part of the Company’s general succession (including merger, acquisition and transformation), division, transfer of the enterprise (or a substantial, coherent part of the enterprise) to which the Agreement pertains or divestiture of all or substantially all of its assets as a whole; or (iv) due to the Company ceasing to hold rights in the Platform or the Service.

14.1. The Company may give notice to You: (a) through the Platform; (b) by email to the address associated with his Account; or (c) by mail or courier to the address provided for that User under Client’s details, (d) public announcement when this is reasonable and/or any other reasonable mean.

14.2. All notices, requests, enquiries, complaints and other communications to the Company should be sent to the appropriate email or postal address specified under the Introduction Section.

14.3. A notice shall be deemed to have been received: (a) the same day if given through the Platform; (b) the next day if given by email; or (c) in the case of a notice sent by mail or courier, and providing that delivery charges have been paid, five days after posting or the courier taking charge of the notice.

15.1. These terms are considered as terms between business (B2B) and are governed by and construed according to the laws of Greece. Both parties agree that they are subject to the exclusive jurisdiction of the courts of the city of Athens.

1. Above Terms and Conditions and the Privacy Policy shall bind all parties and constitute the entire agreement of the parties and prevail in any and all prior and existing contracts between the User and Useberry.
2. If individual terms of the Terms & Conditions become partially or wholly invalid or unenforceable, the validity of the remaining provisions shall not be affected.
3. Titles set in each article are indicative and do not influence the essence of each provision

The Company’s failure to enforce any right or provisions of the present Terms & Conditions will not constitute a waiver of such or any other provision.

You are required to use the Platform (including the Service) in accordance with the present terms and all applicable laws and regulations as well as pursuant the principles of good faith and morality and the business ethics.

To the aforementioned persons, the following are prohibited:

1. Any use of the Platform for other purpose than the purpose of using the Service commercial purposes.
2. Reselling, distributing through deep-linking, using, copying, tracking (e.g. through spider, scrape), display, download or reproduce any content or information, software, products or services available at the Platform, for any commercial or competitive activity or purpose.
3. Any access or attempt to access information and data (including personal data) that are transmitted through the Platform, for which they have no authorisation or authority to use
4. Accessing the Platform in order to create or produce a product or service that is competitive to the Platform and the Software of the Platform.
5. Use of the Platform for the purpose of providing services to third parties other than those permitted under the Terms & Conditions.
6. The sale, lease, disposal, transfer, assignment, concession, presentation, transmission and, in general, commercial exploitation of the access License and use the Service and the rights granted to them under the License in accordance with the Terms & Conditions.
7. Facilitating in any way and by any means access by any third party to the Platform, data (including personal data) and information for non-legitimate or non authorised purposes.
8. The transmission of viruses, the transmission of documents and Information which are illegal, harmful, offensive, threatening, defamatory or dangerous to the security of the Platform and for the reputation of the Company, its Affiliates and Associated Companies and other Users of the Platform.
9. The posting of messages, Information, Documents and other data as well as the granting of any data (including personal data) and information that may contain abusive, threatening, offensive, defamatory and generally illegal content.
10. Any action which is or is considered to be detrimental to the interests of the Company, its Affiliates and / or Associated Companies and other Users of the Platform, or which may prevent any third party from using the Service.
11. Selling, conceding, renting, transmitting, processing to any third party and for any purpose any data that are connected with any use whatsoever of the Platform and the Service in general.
12. Publishing or transmitting content which is improper, illegal, abusive, harmful, threatening, offensive, libelous, defamatory, vulgar, obscene, pornographic, blasphemous, and in any way contrary to morality or which constitutes a violation of someone else’s privacy or which is confidential, shows empathy, may cause discomfort, inconvenience or unnecessary stress to third parties, expresses racial, religious, national and other distinctions, can cause harm to minors in any way, violates spiritually rights or other proprietary rights of others, is used to collect or retain personal data of others, promotes alcohol, drugs, cigarettes, gambling and betting, weapons, explosives, launches pyramid shapes, illegal activities, or violates in any way the law or the Terms & Conditions, is advertising, promotes, recommends or encourages conduct that could be considered as a criminal act that would incur civil liability or would violate the law or violate the rights of any third party in any country worldwide, or contains software viruses or any other codes, files, or programs designed to interrupt, damage, prevent or destroy any software, equipment or computer hardware, or could be considered inappropriate in the sole judgment of the Company.
13. Any form of software piracy, hacking and / or interception of data (including personal data) and information.
14. Importing to the Platform, sending and forwarding of information or software programs that may contain viruses or other harmful features that may either cause the Platform to malfunction or cause traffic to the Service which may make it difficult for users to use it.
15. The use of the Platform in any way, which, irrespectively of the purpose (fraudulence or negligence), could cause the Service to malfunction.
16. Licensing, reselling, leasing, assignment, subcontracting, and in general any disposal of the Service to third parties for any use and purpose other than the ones expressly permitted herein.
17. Decompilation, duplication, reproduction, falsification, distribution, presentation, software included in the Service or part thereof and / or any processing of the source code.
18. Linking the Platform with any Product / Service of the Users without the express and written consent of the Company.
19. Any action which may affect the ability of other Users to make use of the Service, or circumvent the rights of other Users, such as, for example, their intellectual property rights, personal data, etc.
20. The use of mechanisms, software or other actions that impede the normal operation of the Platform.
21. Any copying, analogue / digital recording and mechanical reproduction, distribution, transfer, downloading, processing, resale, creation of derivative work of the Platform and its components described herein.

In the event that You have doubts as to whether an action or omission constitutes a violation of this Acceptable Use Policy and / or, if they wish to report any violation of this Policy which has come to their attention, You may contact the Company.

Last updated on June 10, 2024.