Terms and Conditions
Effective as of July 1, 2023
1. This is a Legally Binding Agreement between You and Whatagraph
1.1. By accessing the internet site located at www.whatagraph.com (hereinafter - the Site) and/or using any Services provided by Whatagraph B.V., registered Herengracht 420, 1017 BZ Amsterdam, The Netherlands, EU (hereinafter - Whatagraph) as detailed in Section 2 below, you agree to the following Terms and Conditions.
1.2. The Terms and Conditions may be amended by Whatagraph at its sole discretion. Whatagraph will post a notice on the Site any time the Terms and Conditions have been changed or otherwise updated. It is your responsibility to review the Terms and Conditions before using the service and to reread them whenever you receive notice that the Terms and Conditions have been updated.
2.1. Whatagraph is a Business-to-Business analytics and reporting solution that helps marketing professionals collect their analytics data, create reports, and share them. Whatagraph offers its clients various subscription plans with different corresponding features. For more details on Whatagraph’s basic subscription plans, please visit our pricing page on the Site. We may also individually agree on specific pricing and other terms with certain customers.
2.2. The Site is solely directed at business customers. Nothing in the Terms and Conditions is or may be deemed to be an offer to or an agreement with a consumer. No consumer-related laws or legislation applies to the Terms and Conditions or the Service.
3. Account Registration
3.1. You must register to use the Services listed in Section 2.
3.2. If you represent a business entity when registering, you declare that you have the authority to bind such business entity and that your acceptance of the Terms and Conditions will be treated as acceptance by that business entity.
3.3. When you register, you agree to
3.3.1. provide accurate, current, and complete information about you and a business entity you represent, as may be prompted by registration forms on the Service;
3.3.2. maintain the security of any logins, passwords, or other credentials that you select or that are provided to you for the use of the Service;
3.3.3. maintain and promptly update the Registration Data, and any other information you provide to us, and to keep all such information accurate, current, and complete; and
3.3.4. notify us immediately of any unauthorized use of your account or any other breach of security by emailing us at firstname.lastname@example.org
4. Free Trial
4.1. Subscriptions to the Services may begin with a free trial period during which you can try out the Services for a period of 7 days unless otherwise agreed between you and Whatagraph.
4.2. While you may not be required to enter your billing information to sign up for the free trial period, you may provide such information at any point during the free trial period. If you do so, you will not be charged until the free trial period ends. If you have not provided billing information by the time the free trial period ends, you will lose all access to the Services.
4.3. Whatagraph reserves the right to modify, cancel and/or limit the Free Trial Period without notice at any time.
5. Subscription plan
5.1. The standard subscription plan term is 1 year.
5.2. At the end of the Subscription Plan term, your Subscription Plan will automatically renew for an additional term until explicitly canceled by you. Cancellations must be filed 15 days before the end of the term.
5.3. You may upgrade or downgrade your subscription plan to any other subscription plan that Whatagraph is offering at any time. In the event of changing your subscription plan to a lower-paid one, you will be charged based on your new subscription plan after your previous subscription plan ends. If you change your subscription plan to a higher-paid one, your current subscription plan will be changed immediately, and you will be additionally charged based on the new subscription plan chosen.
5.4. Prices shown on the pricing page on the Site exclude VAT or any other Sales taxes. If a Buyer is registered in the EU, he must indicate the VAT number and based on the Buyer’s country, the appropriate VAT charges will be included in the total price. If a Buyer is registered in the USA, he must indicate the ZIP code and based on the Buyer’s location, the appropriate Sales taxes will be included in the total price. All prices are stated in U.S. Dollars or Euros.
5.5. Whatagraph may unilaterally change the fees for the Services at any time or impose additional fees or charges. Such changes will be effective after 30 days’ notice. Fee changes will be effective for the next billing cycle of your subscription plan. If you disagree with the changed fees, you should cancel your subscription before the new billing cycle. If you upgrade or downgrade to a new subscription plan, you will be charged at the then-current rate for such subscription plan, as provided in the pricing page at the Site, unless agreed otherwise by you and Whatagraph. Whatagraph also reserves a right on each anniversary of the subscription to increase the fees applicable to the Customer.
5.6. We reserve the right to deactivate your access to the Services for failure to pay applicable fees.
6.1. Payment is due in advance at the start of each billing cycle and is non-refundable. Your billing cycle starts on the day after the expiration of the free trial period. Payment fees will be automatically charged until explicitly canceled by you. There will be no refunds or credits for partial periods of Service, upgrade/downgrade refunds, or refunds for months unused.
6.2. After entering into the subscription agreement, all payments are due in advance at the start of each billing cycle.
6.3. Payment confirmation is sent within 5 days after the payment has occurred. Your invoices are formed following standard rules and can be downloaded from your account. If you want your payment confirmation or invoice to be sent to a different email, please update your billing email address in your account. If you need some additional information to be included in the invoice, please email email@example.com
6.4. We will bill the fees under your subscription plan to the credit card you provide to us during registration. You authorize the credit card to pay any amounts described in the Subscription Plan and authorize Whatagraph (or a billing agent acting on behalf of Whatagraph) to continue charging all such amounts to your credit card until you or we cancel or terminate your subscription plan as provided herein or these amounts are paid in full, whichever is later. If there are no sufficient funds on your credit card or due to other reasons we will not be able to bill the whole amount payable by you, the subscription plan will be valid only for the period duly paid.
6.5. You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, expiration date) to keep your account current, complete, and accurate, and you must promptly contact Whatagraph, if your credit card is lost or stolen, or if you become aware of a potential breach of your Whatagraph account security (such as an unauthorized disclosure or use of your Whatagraph username or password).
6.6. We may also individually agree on payment by bank transfer with certain customers.
7. Integrations and data sources
7.1. The use of the service includes supplying information drawn from a variety of data sources. For the list of the available integrations with data sources please visit our integrations page on the Site. The available integrations are selected by Whatagraph at its sole discretion and Whatagraph reserves the right to select, discontinue and change such available integrations at any time.
7.2. Subject to any restrictions specified herein, you are permitted to connect data sources that are owned by you, or otherwise under your management and control, to your service account. In addition, you may connect data sources that you do not own if you have received permission from the person or entity that owns or otherwise has management and control of that data source. You are solely responsible for ascertaining that you have the right to use the data sources.
7.3. Whatagraph assumes no liability whatsoever if due to any reasons other than the fault of Whatagraph the integrations (or any of them) are not available; or for the accuracy of any data received from the data sources.
8.1.1. You are legally responsible for all information you upload to the Site, including the data received from the data sources and the data entered by you directly, as well as data uploaded, posted, stored and/or shared online in connection with your use of the Services (hereinafter – Content). Whatagraph is not responsible for your Content; you are solely responsible for any Content that may be lost or unrecoverable through your use of the Services.
8.1.2. Whatagraph does not publish or otherwise use your Content, except to the extent required to provide you the Services. To provide you the Services, for legal purposes, Whatagraph has to get a limited right to your Content. Therefore you hereby grant Whatagraph , its affiliates, officers, directors, employees, agents, and representatives a worldwide, perpetual, royalty-free, non-exclusive, and limited license to use the Content solely for the purpose of enabling your use of the Service and for the purpose of enabling the Service to provide you with the Reports, including without limitation the right to store, copy, transmit, display, reproduce, edit, and reformat your Content for the purposes defined above.
8.1.3. You represent and warrant that you own the rights to the Content or are otherwise authorized to enter, post, display, perform, transmit, or otherwise use the Content.
8.2. Confidential material
8.2.1. You own your Content and we treat it as confidential information. Whatagraph neither discloses nor communicates in any way to any third party any of your Content unless Whatagraph is obliged to disclose such information by law, of which then we will notify you in writing as soon as possible.
8.2.2. You are responsible for your use of the Services, for any Content, and for any liability deriving from using the Content that violates the confidentiality or privacy interests, or makes unauthorized disclosure of proprietary business information or trade secrets, of you, the business entity you represent or any third party.
8.2.3. Whatagraph does not publish or otherwise use your Content, except to the extent required to provide you the Services. However, you are solely responsible for the confidentiality of the Content (if applicable) and Whatagraph bears no responsibility for maintaining the confidentiality of the Content, even in cases if the Content is marked as “private”, “unpublished”, “confidential” or otherwise.
8.3.1. You represent and warrant that the Content does not violate or infringe any rights of any third party, including without limitation, contractual rights, copyrights, trade secrets, proprietary business information concerning processes and systems, and rights of privacy. You acknowledge and agree that no other persons, parties or entities have or have any right, title, or interest, including copyright, in or to the Content, or that in the event other persons do have such right, title or interest, that you are duly authorized to use their Content in connection with your use of the Service.
8.3.2. You are strictly and solely responsible for compliance with all laws, legal regulations, agreements, procedures, or other obligations related to the Content, including, but not limited to, those relevant trade secrets, non-disclosure, proprietary business, personal data processing, including the international transfer of personal data, and protection of images.
8.4. Restricted content
8.4.1. You shall not make the following types of Content available. You agree not to enter, upload, download, display, perform, transmit, or otherwise use in relation to the Site, Services or Reports any Content that (a) is libellous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) discloses personal health information. Whatagraph reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service, and, if applicable, to delete any such material from its servers. Whatagraph intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of the Terms and Conditions or of any applicable laws.
8.5.1. Any questions, comments, suggestions, ideas, feedback, or other communication provided by you to Whatagraph will not be treated as confidential by Whatagraph, and you hereby give Whatagraph permission to reproduce, display, edit, publish or otherwise use such Comments as Whatagraph deems appropriate, for any and all commercial and/or non-commercial use, at Whatagraph’s sole discretion.
9. Intellectual property
9.1. Whatagraph’s intellectual property
9.1.1. Whatagraph® is a registered trademark and is protected by law. We do not authorize you to use “Whatagraph” or any similar or related marks for any use that is likely to cause confusion on the part of, to cause mistake by, or to deceive the public as to any affiliation, connection, association, origin, sponsorship, approval or endorsement by or with Whatagraph.
9.1.2. Any and all individual elements within the Site, including, without limitations, the trademarks, logos, names, texts, infographics, pictures, drawings, databases, layouts, and any other material are exclusively owned by Whatagraph.
9.1.3. You agree not to copy, modify, display, mirror, frame, or otherwise use any of the above without the prior explicit written consent of Whatagraph, except for cases explicitly permitted by the Terms and Conditions.
9.2. Marketing & Promotion
9.2.1. You hereby grant to Whatagraph a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use your name and logo or both (or the name and logo of the business entity you represent, as the case may be) in customer lists that may be published as part of Whatagraph’s marketing and promotional efforts.
9.3.1. Any materials, including but not limited to comments, suggestions, ideas, or other information, provided by you in the form of email or other submissions to us are non-confidential and you hereby grant to us and our subsidiaries, and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use your Feedback for any purpose without compensation or attribution to you.
10. Use restrictions
10.1. Your right to use the Service is personal (i.e. granted to you or the business entity you represent), limited to your internal business purposes, non-transferable, non-exclusive, revocable, and subject to your compliance with the Terms and Conditions at all times, including your timely payment of all applicable fees for the Subscription Plan.
10.2. Without limiting the generality of the foregoing, you will not: (a) access content or data not intended for you, or log onto a server or account that you are not authorized to access; (b) attempt to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfere or attempt to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (d) use the Site or Service to upload, host or transmit the following items, including, without limitation, unsolicited e-mail, SMS messages, worms, Trojan horses or code of a destructive nature, promotions or advertisements for products or Services; (e) forge any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Whatagraph in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability. Whatagraph may at any time suspend or terminate your access to the Service if we have reason to believe that you are not complying with the Terms and Conditions or you are otherwise abusing the Service.
11. Your responsibilities
11.1. You will ensure the Registration Data provided to us is valid at all times, and you will keep your data accurate and up to date.
11.2. You will not transfer your Whatagraph account to anyone without first getting express written permission from Whatagraph.
11.3. In addition to the prohibited uses outlined in the Terms and Conditions, you will also not use the Site or Services for any unlawful purposes or to conduct any unlawful activity, including but not limited to, fraud, embezzlement, money laundering, and any other activity prohibited by law or the Terms and Conditions.
11.4. You will not use the Site or Services if you are located in a country where the applicable law prohibits such use.
11.5. You will not use the Site or Services to impersonate another person.
12. Alleged violations
12.1. To ensure that Whatagraph provides a high-quality experience for you and for other users of the Site and the Service, you agree that Whatagraph or its representatives may access your account and activity on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third-party rights, or other unauthorized uses of the Site or the Service. Whatagraph does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Whatagraph reserves the right to terminate your use of the Service and/or the Site, your account, or your access to the Site, terminate the agreement and revoke all the licenses granted under the Terms and Conditions immediately, with or without notice to you, if Whatagraph believes that you have violated any term of the Terms and Conditions furnished Whatagraph with false or misleading information, or interfered with the use of the Site or the Service by others.
13. No warranties
13.1. Whatagraph is making the Site and the Service available “as is” without warranty of any kind. You assume the risk of any and all damage or loss from the use of, or inability to use, the Site or the Service. To the maximum extent permitted by law, Whatagraph expressly disclaims any and all warranties, express or implied, regarding the Site and the Service, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Whatagraph does not warrant that the Site or the Service will meet your requirements or that the operation of the Site or the Service will be uninterrupted, timely, virus or error-free, or that data displayed by the Service, including the Reports, will be accurate or reliable.
14. Limited liability
14.1. Whatagraph ’s liability to you is limited. To the maximum extent permitted by law, in no event shall Whatagraph, its affiliates or suppliers be liable for damages of any kind (including, but not limited to, special, incidental, or consequential damages, lost or compromised data, lost profits or revenue due to Service interruption or computer failure, regardless of the foreseeability of those damages) arising out of or in connection with your use of the Site or Services. You hereby agree that Whatagraph ’s liability to you will not exceed any fees paid by you to Whatagraph for the Service. This limitation shall apply regardless of whether the damages arise out of a breach of contract, tort, or any other legal theory or form of action.
15. Links and affiliated sites
15.1. Whatagraph has no control over, and no liability for any third-party websites or materials. Whatagraph works with a number of partners and affiliates whose Internet sites may be linked with or from the Site. Because neither Whatagraph nor the Site has control over the content and performance of these partner and affiliate sites, Whatagraph makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Whatagraph assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site or Service, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Whatagraph makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third-party content, and that, unless expressly provided otherwise, the Agreement shall not govern your use of any and all third-party content.
16.1. You hereby agree to indemnify and hold harmless Whatagraph, its assignees, and/or successors in interest from and against any and all claims, damages, liabilities, costs, and expenses, including legal expenses and reasonable counsel fees, arising out of any breach or alleged breach of your warranty, representation or agreement, express or implied, made by you herein.
17. Cancellation and termination
17.1. Whatagraph may terminate the Services and the Agreement at any time, without penalty, obligation to refund, and without notice, if you fail to comply with any of the terms of the Agreement.
17.2. Notice of termination of the Services and the Agreement by Whatagraph may be sent to the contact e-mail associated with your account. Upon termination, Whatagraph may delete all data, files, or other information that is stored in your account and it’s your responsibility to retrieve and backup all account contents before termination.
17.3. The Services and the Agreement may be terminated by you, without cause, by giving Whatagraph a 1 year (365) days written notice in advance. The notice should be duly signed by you and sent to firstname.lastname@example.org After cancellation, the Agreement will terminate at upon expiry of the Subscription Plan term. If you terminate the Agreement in breach of this clause before the expiry of the relevant Subscription Plan term, you shall pay to Whatagraph compensation in the amount equal to the discounts granted to you. You hereby agree that we will bill the amount of such compensation to the credit card provided to us.
18. Severability; Waiver; Assignment
18.1. If for whatever reason, a court of competent jurisdiction finds any term or condition in the agreement to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions of the Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
19. Governing law and jurisdiction
19.1. The Agreement shall be governed by and construed in accordance with the laws of the Netherlands.
19.2. Any dispute, controversy or claim arising out of or in connection with the Services, the agreement or any breach, termination or validity of the Services or agreement shall be settled by our mutual negotiations. For any dispute you have with Whatagraph, you agree first to contact us at email@example.com and attempt to resolve the dispute with us by mutual negotiations. If no agreement is reached within 20 business days, the dispute, controversy, or claim shall be referred to the senior executives of both parties. The senior executives of either party may initiate mediation upon written notice to the other party, whereupon both parties shall be obligated to engage in a mediation proceeding in accordance with the Mediation Rules of the Netherlands Arbitration Institute (NAI).
19.3. If such mediation proceeding fails to result in a comprehensive resolution of the dispute by the conclusion of a contract of settlement as referred to in Article 7(1) (a) of the NAI Mediation Rules, by an arbitral award on agreed terms as referred to in Article 8 of said Rules, or by a combination of both, the dispute – or any part thereof not resolved in any of the aforesaid manners – shall be resolved by arbitration in accordance with the NAI Arbitration Rules. The arbitral tribunal shall be composed of one arbitrator. The arbitral tribunal shall be appointed according to the list procedure. The place of arbitration shall be Amsterdam. The proceedings shall be conducted in the English language.
20. Modifications and amendments
20.1. Whatagraph may, in its sole discretion and without prior notice, (a) revise these Terms and Conditions; (b) modify the Site and/or the Service; and/or (c) discontinue the Site and/or Service at any time. Whatagraph shall post any revision of these Terms and Conditions to the Site (365)) days before revision shall be effective. You agree to review these Terms and Conditions and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision.
21. Contact us
21.1. If you have any questions about the Agreement, please contact us at: firstname.lastname@example.org