Terms and Conditions

Effective as of January 2, 2020

1. This is a Legally Binding Agreement between You and Whatagraph

1.1. By accessing the Internet site located at www.whatagraph.com and/or https://app.whatagraph.com (the Site) and/or using any services provided by Whatagraph B.V. Dorpsweg 79a, 3738 CB Maartensdijk, Netherlands, EU (Whatagraph or the Company or we/us) on the Site as detailed in Section 2 below (the Service or Services), you agree to the following Terms and Conditions (the Terms and Conditions). The Terms and Conditions set forth the legally binding terms and conditions which are applicable to your use of the Services. Upon entering into the subscription agreement, as referred to in Section 5 below (if applicable), the Terms and Conditions will supplement the subscription agreement and form a part of the legally binding agreement between you (the business entity you represent) and Whatagraph (the Agreement).

1.2. The Terms and Conditions may be amended from time to time by the Company at its sole discretion. The Company 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 read them again whenever you receive notice that the Terms and Conditions have been updated. If at any time you find the Terms and Conditions unacceptable, you must immediately leave the Site and cease all use of the Service and the Site.

1.3. By using the Service you represent that you are at least 18 years old, that you are legally able to use the Service and will use the Service solely for your business purposes. If you are under the age of 18 years old, you represent that you are at least 16 years old and that your parent or legal guardian consents to your use of the Service.

2. Services

2.1. Whatagraph is a Business to Business (B2B) analytics reporting solution that helps marketing companies or departments collect their analytics data and create visual online and PDF reports (the Reports). Whatagraph offers its clients various subscription plans (the Subscription Plans) with different corresponding features. For more details on Whatagraph’s basic subscription plans, please visit our Pricing Page and/or the written subscription agreement executed between you and Whatagraph (if applicable).

2.2. The Site and the Services are solely directed at the business customers (marketing companies, departments or professionals). Nothing in the Agreement is or may be deemed to be an offer to or an agreement with a consumer. No consumer-related laws or legislation is applicable to the Agreement or the Service.

3. Account Registration

3.1. You must register to use features of the Services.

3.2. If you represent a business entity (a marketing company, department or other), 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 (a) provide accurate, current and complete information about you and a business entity you represent, as may be prompted by registration forms on the Service (the Registration Data); (b) maintain the security of any logins, passwords, or other credentials that you select or that are provided to you for use of the Service; (c) maintain and promptly update the Registration Data, and any other information you provide to us, and to keep all such information accurate, current, and complete; and (d) notify us immediately of any unauthorized use of your account or any other breach of security by emailing us at hi@whatagraph.com.

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 the time period agreed between you and Whatagraph (the Free Trial Period).

4.2. While you may not be required to enter your billing information in order 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. If you do not upgrade your subscription until the Free Trial period ends, your access to the Services will be terminated.

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. Term

5.1.1 The agreed term of the Subscription Plan will be indicated in your order history and/or the written subscription agreement to be executed between you and Whatagraph (if applicable).

5.1.2 In case you use recurring billing at the end of the Subscription Plan term, your Subscription Plan will automatically renew for an additional Subscription Plan term until explicitly cancelled by you. Cancellation must be effected at least one (1) day prior to the end of the subscription term.

5.2. Subscription agreement
In relation to the Subscription Plan, a written subscription agreement may be executed between you and Whatagraph, which together with the Terms and Conditions will form a binding Agreement between you (the business entity you represent) and Whatagraph. The written subscription agreement may be signed by way of exchanging digital copies (in .pdf or another file form) via electronic mail or via the Site or by signing it through digital signing platforms. In that case, the subscription agreement will be deemed made at the moment of being signed by both parties (acting through their authorized representatives) and, if exchanged via electronic mail or the Site, the subscription agreement (its digital copy) signed by the second party is received via electronic mail or via the Site by the party which signed it the first. Such digital copies of the subscription agreement signed and exchanged shall have the same legal force as the original hard copy of the subscription agreement signed by the authorized representatives of the parties and attested by their seals (if applicable).

5.3. Subscription upgrades and downgrades
You may upgrade or downgrade your Subscription Plan to any other Subscription Plan that Whatagraph is offering at any time during your Agreement term. In the event of changing your Subscription Plan to a lower Subscription Plan (downgrading subscription), you will be charged based on your downgrading Subscription Plan after your previous Subscription Plan ends. If you change your Subscription Plan to a higher paid Subscription Plan (upgrading subscription), your current Subscription Plan will be changed immediately and you will be additionally charged based on the Subscription Plan you choose to upgrade to, and on the time of your billing period.

5.4. Prices, billing, and payment

5.4.1. Prices shown in Whatagraph.com are shown including VAT. If a Buyer is from EU, he has to indicate company’s or his VAT number, and based on the Buyer’s country, the appropriate VAT charges will be included in the total price.

5.4.2. Unless otherwise stated, all fees are stated in U.S. Dollars and Euros.

5.4.3. Payment is due in advance at the start of each billing cycle and is non-refundable. Your billing cycle starts on the day after expiration of the Free Trial Period. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused, except those above mentioned.

5.4.4. After entering into the written subscription agreement, and as agreed by both parties in the written subscription agreement, such payment is due in advance at the start of each billing cycle. Payment fees will be automatically charged until explicitly cancelled by you. Cancellation of written subscription agreements must be effected at least thirty (30) days prior to the next payment is due. All fees paid prior to thirty (30) days notice are non-refundable.

5.4.5. The Company may unilaterally change the fees for the Services at any time or impose additional fees or charges. Such changes will be effective as of the first billing cycle that occurs more than thirty (30) days after notice of our new fees. 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, unless agreed otherwise by you and Whatagraph.

5.4.6. As an express condition of your use of and access to the Services, you agree to pay all fees applicable to your Subscription Plan, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Services.

5.4.7. You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Subscription Plan, and changes in applicable taxes, and you authorize us to bill you the corresponding amounts.

5.4.8. Payment confirmation is sent within five (5) days after the payment has occurred. It is sent to the email indicated while registering. Your invoices are formed following standard rule and can be downloaded at your account. If you want your payment confirmation 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 emailhi@whatagraph.com.

5.4.9.We reserve the right to deactivate your access to the Services for failure to pay applicable fees as indicated in the Agreement.

5.5. Credit card and PayPal payments

5.5.1.We will bill the fees under your Subscription Plan to the credit card or PayPal account you provide to us during registration (or to a different credit card or PayPal account if you change your payment information). You authorize the card or PayPal account issuer to pay any amounts described in the Agreement and associated with your Subscription Plan and authorize Whatagraph (or a billing agent acting on behalf of Whatagraph) to continue charging all such amounts to your credit card or PayPal account 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 PayPal 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 period duly paid.

5.5.2.You must provide current, complete and accurate billing and credit card or PayPal account information. You must promptly update all billing information (such as billing address, card number and expiration date, or PayPal account details) to keep your account current, complete and accurate, and you must promptly contact Whatagraph if your credit card or PayPal account details are 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).

5.5.3.You authorize Whatagraph to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.

6. Subscription plan

6.1. Use of the Service includes supplying information drawn from a variety of data sources (individually the Data Source, collectively the Data Sources). The list of Data Sources contains examples of the types of Data Sources you may connect to the Service. Some of these are supported now, and others are planned for future versions of the Service. The available Data Sources are selected by Whatagraph at its sole discretion and Whatagraph reserves the right to select, discontinue and change such available Data Sources at any time.

6.2. 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, provided that you have received permission from the person or entity that owns or otherwise has management and control of that Data Source. By connecting a particular Data Source to the Service you represent and warrant to the Company that the Data Source is either (a) owned by you or otherwise under your management or control; or (b) you have received permission from the person or entity that owns or otherwise has management or control of that Data Source to connect it to your use of the Service.

6.3. Whatagraph assumes no liability whatsoever (a) if due to any reasons other than the fault of Whatagraph the Data Sources (or any of them) are not available; or (b) for the accuracy of any data received from the Data Sources.

6.4.You are solely responsible for ascertaining that you have the right to use the Data Source for gathering and processing any such data by using the Service, and you must obtain any such consents and authorisations as may be needed from time to time in relation to such data or other content and their processing by using the Service.

7. Content

7.1. Content

7.1.1 You are legally responsible for all information, data, text, software or other materials entered into the Reports, including the data received from the Data Sources and the data entered by you to the Reports directly, as well as data uploaded, posted, stored and/or shared online in connection with your use of the Reports or the Services (the 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. You are encouraged to backup your Content regularly and frequently.

7.1.2 Whatagraph does not publish or otherwise use your Content, except to the extent required to provide you the Services. In order to provide you the Services, for legal purposes Whatagraph has to get a limited right to your Content. Therefore you hereby grant the Company, 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.

7.1.3 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.

7.2. Confidential Material

7.2.1 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.

7.2.2 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.

7.2.3 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.

7.3. Compliance

7.3.1 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 has 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.

7.3.2 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 secret, non-disclosure, proprietary business, personal data processing, including the international transfer of personal data, and protection of images.

7.4. Restricted Content
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 Agreement or of any applicable laws.

7.5. Comments
Any questions, comments, suggestions, ideas, feedback, or other communication provided by you to Whatagraph (the Comments) 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.

8. Intellectual property

8.1. Whatagraph’s intellectual property

8.1.1. Whatagraph® is a registered trademark and is protected by laws. 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.

8.1.2. Any and all individual elements within the Site, the Service, the Reports, including, without limitations, the trademarks, logos, names, texts, infographics, pictures, drawings, databases, any other material included to the Reports by Whatagraph or contained on the Site, and the layout and design of the Reports and the Site are exclusively owned by Whatagraph.

8.1.3. Nothing contained on the Site, in the Agreement or otherwise should be understood as granting you a license to use any intellectual property owned by Whatagraph or by any third party. You agree not to copy, modify, display, mirror, frame or otherwise use any of the above without a prior explicit written consent of Whatagraph, except for cases explicitly permitted by the Agreement.

8.1.4. Further, you hereby agree that any and all reports created by combining your Content with the Service will not be considered to be works of joint authorship, or derivative works from your Content.

8.2. Marketing & Promotion
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.

8.3. Feedback
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 (the Feedback) 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.

9. Use restrictions

9.1. 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 Agreement at all times, including your timely payment of all applicable fees for the Subscription Plan.

9.2. 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 the Company 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 Agreement or you are otherwise abusing the Service.

10. Your responsibilities

10.1. 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.

10.2. You will not transfer your Whatagraph account to anyone without first getting express written permission from the Company.

10.3. In addition to the prohibited uses outlined in the Agreement, 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 Agreement.

10.4. You will not use the Site or Services if you are located in a country where such use is prohibited by the applicable law.

10.5. You will not use the Site or Services to impersonate another person.

11. Alleged violations

To ensure that the Company provides a high quality experience for you and for other users of the Site and the Service, you agree that Company 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. The Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Company 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 Agreement immediately, with or without notice to you, if the Company believes that you have violated any term of the Agreement, furnished the Company with false or misleading information, or interfered with use of the Site or the Service by others.

12. No warranties

The Company 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 use of, or inability to use, the Site or the Service. To the maximum extent permitted by law, the Company 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. The Company 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.

13. Limited liability

The Company’s liability to you is limited. To the maximum extent permitted by law, in no event shall the Company, 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 the Company’s liability to you will not exceed any fees paid by you to the Company for the Service. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.

14. Links and affiliated sites

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.

15. Indemnifications

You hereby agree to indemnify and hold harmless the Company, 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.

16. Cancellation and termination

16.1. The Services and the Agreement may be terminated by Whatagraph, without cause, at any time.

16.2. 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.

16.3. 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 in your responsibility to retrieve and backup all account contents before termination.

16.4. The Services and the Agreement may be terminated by you, without cause, by giving Whatagraph a one (1) month written notice in advance. The notice should be duly signed by you and sent at hi@whatagraph.com. If the Agreement is terminated by you before the expiry of the relevant Subscription Plan, you shall pay to the Company compensation in the amount equal to the discount granted to you, as indicated in the Agreement (the written subscription agreement). You hereby agree that we will bill the amount of such compensation to the credit card or PayPal account provided to us.

17. Severability; Waiver; Assigment

17.1. 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.

17.2. Whatagraph may assign or delegate some or all of its rights and obligations under the Agreement to a third party at its sole discretion.

17.3. You may not assign or delegate any of your rights and obligations under the Agreement without a written consent of Whatagraph.

18. Governing law and jurisdiction

18.1. The Agreement shall be governed by and construed in accordance with the laws of the Netherlands.

18.2. 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 to first contact us at hi@whatagraph.com and attempt to resolve the dispute with us by mutual negotiations. If no agreement is reached within twenty (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).

18.3. If such mediation proceeding fails to result in a comprehensive resolution of the dispute by 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.

19. Modifications and amendments

The Company 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. The Company shall post any revision of these Terms and Conditions to the Site fourteen (14) 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.

20. Contact us

If you have any questions about the Agreement, please contact us at: hi@whatagraph.com.

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