PAVE GENERAL TERMS AND CONDITIONS

version applicable as of 2023-12-20

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Digitalive illustration
Digitalive illustration

1. GENERAL

These General Terms and Conditions (“Terms”) set out the conditions for the provision of services by electronic means and constitute the complete agreement under which Spacecamp sp. z o.o., a Polish limited liability company, with its registered seat in Warsaw, address: Ząbkowska 31, 03-736 Warsaw (Poland), entered into the Register of Entrepreneurs of the National Court Register kept by the District Court in Warsaw, XIV Commercial Department of the National Court Register, under KRS number: 0000691123, Tax Identification Number (NIP): 7010710876, REGON: 368084457 (“Spacecamp”), provides services to you as a legal entity and your affiliates worldwide (the “Client” or “You” or “Your”), where “Affiliate” shall mean any legal entity that it controls, controls it, or with which it is under common control, who have a need to know. “Control” means to own or control, directly or indirectly, over 50 per cent of voting shares.

Unless agreed otherwise in writing, any offer, and any contract between Spacecamp and You is governed by the Terms, as applicable on the date of the offer or conclusion of the agreement, which constitute an integral part thereof and which prevail over terms and conditions provided by You. Spacecamp shall not accept any separate terms and conditions of providing Services from the Client unless expressly agreed upon in a written form. Any provisions of the general terms and conditions applied or provided by the Client shall not apply. Spacecamp reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms, including Spacecamp’s Privacy Policy, Guidelines, or any other applicable policy as the case may be, at any time, provided a notification is sent to You in advance, prior to the effective date of the concerned modifications. It is Your responsibility to check the abovementioned Terms periodically for changes. Your continued use of this Site and Platform following the posting of such changes will mean that You accept and agree to the changes. Placing an order and using the Platform after publication of the changes is considered acceptance of the changes and does not require any additional statements from the Parties.

Client may download, save, and print the Terms and Conditions from the Site. Client may browse the Site and the Services available on the Site without registration. Placing orders by the Client for Services offered by Spacecamp requires placing an order according to these Terms.

2. SERVICES

(a) The Services made available by Spacecamp through the semi-automated PAVE platform (“Platform”) are available at www.pave.global (“Site”) and enable analysis of advertising materials provided by the Client such as creative concepts and advertising slogans, banners for digital campaigns promotional materials for conventional shops, product packaging designs (“Materials”). A detailed description of the Platform functionality and user guidelines are available HERE (“Guidelines”) where You can find information how the Services made available by Spacecamp on the Site, may be accessed, and used through the Platform. The Services are designated and will be performed and provided by Spacecamp, through the Platform, only to legal entities/corporate customers (and not individuals), as Clients. The Client hereby represents to be aware of and comply with this requirement.

(b) The Services provided via the Platform are intended for use by Clients exclusively in the territory of Poland and the EEA, and are not intended for use in other territories, in particular, in the territory of the United States of America (US). Spacecamp shall not be liable in any way whatsoever for any consequences of the use of the Services provided via the Platform contrary to these Terms, in particular when provided and/or used outside the territory of Poland and the EEG.

(c) The Services shall consist of Platform, in which templated research descriptions are built, and the sharing of research results is implemented, which enables the examination of the provided Materials and their evaluation (“Services”).

(d) The Platform is divided into two parts accessible to Client:

  1. the content part at PAVE.GLOBAL, where the Client:
    • has access to descriptions of studies, types of studies,
    • can contact Spacecamp through the contact form,
    • order the analysis report (“Report”).
  2. the control panel at the address APP.PAVE.GLOBAL, where the Client:
    • provides the data to create an account,
    • after receiving the account and entering the e-mail address, receives a unique link to enter the tool
    • fills in the brief / research request (form),
    • observes the status of the study after receiving a cost offer by email,
    • attaches assets (materials he envisages to test),
    • receives research Report for download.

(e) Provided You comply with these Terms, Guidelines, Privacy Policy and subject to fulfilment of Your payment obligations, Spacecamp grants You a personal, non-exclusive, non-transferable, limited license to enter and use this Site and Platform.

(f) Subject to Client’s payment obligations Spacecamp grants the Client a personal, exclusive, perpetual, worldwide, fully paid-up, royalty-free right and license to download, save, use, copy, reproduce (both electronically and in print), store, archive, translate, display the Report(s) and other results of Services provided to the Client as result of using the Services and the Platform, solely for internal purposes of the Client and Client’s Affiliates.

3. PLATFORM ACCESS

(a) The Platform will be secured by industry standard security controls. Access to the Platform is open on a limited basis to any user that is interested in using the Service. Nevertheless, access to order and acquisition of the Services from the Platform by Client’s representatives might be restricted to selected users determined by Client, but limited to people working under the direction of the Client or of any affiliated company of the Client (each an “Authorized User”). You will be fully liable for all actions or omissions of Your Authorized User(s) as if these are Your own. As part of the registration process, you need to contact Spacecamp either by submitting the form available on the Site or by sending an e-mail to business@pave.global, after which You will be contacted by Spacecamp by e-mail and requested to fill in, sign and submit a full registration form. After the verification of your data, your client account will be created. You will receive a log-in link. When logging in for the first time, you will be requested to accept these Terms and Conditions. Log-in link will be needed each team in order to access the Platform (“Access Tool”). However, if You are already a Client of Spacecamp, You need to address Your business contact at Spacecamp without the need to fill in any form and the registration link will be sent to You without any further formalities.
Spacecamp may create a personal login for each Authorized User allowing access to the Platform to order and acquire Services on behalf of the Client. Spacecamp may decide to provide the Access Tools to a Client administrator designated by Client, notice of which (in a written or a documentary form via e-mail or the Platform) must be provided to Spacecamp, and Client will then be responsible for communicating the Access Tool corresponding to each Authorized User. Following the initial set up of the Platform, Spacecamp may elect to provide the user interface for Client to be able to create, modify and revoke the Access Tools for the Authorized Users. The Platform and its approved content shall remain accessible for the term of Your usage of the Platform. Client is responsible for providing hardware and software and any required equipment to enable the access to the Platform.

(b) If Spacecamp provides Client with an Access Tool(s) for Authorized Users, Client shall maintain the confidentiality of all Access Tools and is solely responsible for controlling access to the Platform only to the Authorized Users through the issuance of such Access Tools. Spacecamp shall not be liable for any loss or damage arising from Client’s failure of any kind to comply with the Terms.

(c) The Platform will be subject to the following standard security measures: (i) mandatory renewal of passwords after 2 months; (ii) minimum length of 8 characters for passwords and (iii) password complexity enabled.

(d) Client agrees to (i) notify Spacecamp immediately in writing of any unauthorized use of any Access Tool, (ii) notify immediately Spacecamp in writing if any Authorized User leaves its employ with Client so that the Access Tool and any portal permissions corresponding to such person can be deactivated by Spacecamp, (iii) cooperate with Spacecamp in the event Spacecamp identifies any unauthorized access or use of the Platform, and (iv) provide reasonable security devices and measures to protect against unauthorized access or use of the Site.

(e) Client shall not perform any external performance, security, or functional testing of the Platform without express written permission from Spacecamp. Client shall not disclose the results of any performance, security, or functional testing of the Site to any third party.

4. PLACING OF AN ORDER AND FEES

(a) You may place an order by filling in a form available at the Site. The form will constitute the brief, on the basis of which Spacecamp will calculate the fee for the Services. By e-mail, you will receive from Your Spacecamp account manager a cost estimate of our Services (“Cost Estimate”). Cost estimate will indicate the following information:

  • (i) the full cost of the Services;
  • (ii) the fixed fee, being the cost of Tobii tool (the cost of one interviewee multiplied by the number of interviewees) (“Fixed Fee”), payable within 7 days of the receipt of the Cost Estimate by the Client. The commencement of the provision of the Services by Spacecamp is contingent upon the payment of Cost Estimate;

When paying the Fixed Fee, the Client should indicate Cost Estimate number.

(b) The Client accepts the Cost Estimate and sends it back to the Client’s Spacecamp account manager. Cost Estimate must be signed by hand and scanned or signed electronically. If the Client wants that an internal purchase order number be placed on the invoice, this information must shall submitted to Spacecamp at this stage. The invoice for the total Fee for the provision of Services, less the Fixed Fee, shall be payable with 21 days of its receipt by the Client.

5. PLATFORM USE. TECHNICAL REQUIREMENTS

(a) Client shall only use the Platform in accordance with the Terms and Guidelines, as may be amended from time to time and notified to You in accordance with the process set out in paragraph 1, and Client shall not use the Site for any fraudulent or unlawful purpose. Client shall not: (i) permit any person or entity, other than Authorized Users, to use or gain access to the Platform; (ii) rent, lease, sublicense, distribute, transfer, copy, remove, obscure or modify any Spacecamp intellectual property or any other proprietary rights notice made available through the Site or any component thereof; (iii) modify, translate, disassemble, decompile, create or attempt to create, by reverse engineering, use of sniffing tools or otherwise, the source code from any object code for any software used by Spacecamp; (iv) interfere with or disrupt the operation of the Platform or access to it; or (v) transmit or otherwise make available in connection with the Site or access to it antivirus, worm, Trojan horse, time bomb, spyware, or other harmful, malicious computer code, file, or program.

(b) Client agrees to obtain and pay for all licenses and costs for third-party software and hardware necessary for accessing the Platform.

(c) Client acknowledges that the confidentiality of any communication or material transmitted to/from the Platform over the Internet or other form of global communication network cannot be guaranteed and that Spacecamp is not responsible for the security of any information transmitted to or from the Platform.

(d) The prerequisite for using the Service is that the Client has a device/infrastructure that enables:

  1. Internet connectivity. Internet connection with a bandwidth of at least 512 kbit/s.
  2. Compatibility with MS Windows (Windows 7 or newer), Mac OS (OS X 10.11.6 or newer), Linux (GNU/Linux with a kernel version of 4.0 or newer), Android (Android 10 or newer).
  3. Compatibility with modern web browsers, such as Google Chrome, Mozilla Firefox, Microsoft Edge, Opera or Safari in the latest available version, with Javascript enabled, accepting cookies. The application is optimized for a minimum screen resolution of 1024×768 pixels.
  4. Access to the web-based application.

In addition, it is required that the Authorized User has a functioning e-mail address that enables the sending and receiving of e-mail

The recommended browsers are: Microsoft Edge (current version), Mozilla Firefox (current version), Chrome (current version), Opera (current version), and subsequent versions, Safari (current version), maintaining standard settings (functions such as cookie blocker or Adblock may prevent proper use of the Platform).

6. UNACCEPTABLE USAGE

(a) Data consists of Materials and all other information Client or Authorized Users provide or input to the Platform including but not limited to trade or service marks, images, illustrations, graphics, images, photographs, illustrations, audio clips, video clips, multimedia files and/or text and any other information, documents, other items (the “Client Content”) and the trademarks, service marks, logos and other distinctive brand features of Client (the “Client Trademarks”) (collectively referred to as “Data”). You are solely responsible for all Data and are liable for Your Data and the way You collect or distribute Your Data to third parties. You are solely responsible for obtaining all necessary rights and permissions to enable and grant these rights to Spacecamp and its affiliates and contractors to use, provide, store, and otherwise process Data to provide the Services in accordance with Terms. We reserve the right to remove at our own discretion any Data from our Site that we believe is in violation of these Terms. Client solely is accountable for the uploaded Data. Spacecamp reserves the right to delete inappropriate Data, close the project in question and remove Client’s access to the Platform, without reimbursing the Fees of the project in question. Spacecamp may suspend or terminate Your account and any ongoing or in process study at any time without notice for conduct that violates or might violate these Terms. Additionally, You acknowledge that the violation of these Terms may result in Your legal liability and prosecution.

(b) The following is a non-exclusive list of Data and use of the Services that are unacceptable and constitute a violation of these Terms:

  • (i) Use of the Services that violates applicable law; and regulations or in a way that causes, or may cause, harm to the Site, or to any person or business entity;
  • (ii) Reselling the Services or permitting third parties to use the Services or Platform without Spacecamp’ prior written consent;
  • (iii) Make unauthorized copies of any content in the Services;
  • (iv) Except for legal and valid research purposes, upload Data that contain links to nudity, pornography, adult content, sex, prohibits, profanity, or foul language or any content banned or severely limited on a given territory;
  • (v) Collecting sensitive personal information, as defined in the General Data Protection Regulation;
    vi Engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Site, or while using this Site;
  • (vii) Uploading, sending or storing of a malicious software or tool or Data that condones, promotes, contains, or links to warez, cracks, hacks, their associated utilities, or other piracy related information, whether for educational purposes or not;
  • (viii) Uploading Data that violates, misappropriates or infringes any copyrights, trademarks, patents, trade secrets or other intellectual property or other third party rights;
  • (ix) Uploading Data that is racist or otherwise extremely offensive to others, including content that aggravates, harasses, threatens, defames or abuses others;
  • (x) Uploading or displaying Data that exploits images of children or youths under 18 years of age;
  • (xi) Uploading binary files or executable code;
  • (xii) Performing vulnerability tests, network scans, penetration tests, or other investigative techniques on our software or Services unless explicitly authorized in writing by Spacecamp, at Client’s cost and according to Spacecamp requirements.
  • (xiii) Recording via video, photograph, take screenshots, or otherwise make available the structure of the Services (platform, user interface, etc.) or tutorial videos of Spacecamp to third parties.
  • (xiv) Purchasing, using or accessing the Services or the Site for the purpose of building a competitive product, service or for obtaining any other competitive knowledge or advantages.

(c) You must comply with all applicable laws, rules, regulations and/or guidelines including those governing privacy, data protection and spam, and not to use the Platform in any way that could lead to a breach of the above regulations.

(d) If Your use of the Services requires You to comply with specific regulations, You are solely responsible for such compliance, unless we agree otherwise in writing. You may not use the Services in a way that would subject us to those specific regulations without our prior written consent.

7. CONFIDENTIALITY

(a) Neither party shall disclose any Confidential Information to any third party other than employees, agents and/or independent contractors to whom disclosure is reasonably required provided that such individuals and entities have agreed, under an executed agreement, to keep such information confidential in the same or a substantially similar manner as provided for in the Terms. Neither party will use any Confidential Information except as expressly permitted by, or as required to achieve the purposes of the Terms. Each party will take reasonable security precautions to protect and safeguard the Confidential Information of the disclosing party against any unauthorized use, disclosure, transfer or publication, with at least the same degree of care and precaution as it uses to protect its own Confidential Information of a similar nature, but in no event with less than reasonable care. “Confidential Informationˮ is any information relating to the intellectual property and business practices of either party, whether or not reduced to writing or other tangible expression, which the disclosing party considers to be proprietary and confidential. Such Confidential Information includes, but is not limited to: (i) information relating to research and development, panelists and panel members, discoveries, improvements, processes, know-how, specifications, samples, notes, patents, copyrights, trademarks, trade names, trade secrets, and patent, trademark and copyright applications; and (ii) business plans, financial information, computer hardware or software, information systems, source code, products, services, costs, sources of supply, strategic plans, advertising and marketing plans, customer lists, sales, profits, pricing methods, project proposals, personnel, and business relationships.

(b) Confidential Information shall not include any information which: (i) was already known to the receiving party prior to the time of disclosure by the disclosing party; (ii) is available or becomes generally available to the public other than through a breach of these Terms by the receiving party; (iii) is acquired or received rightfully and without confidential limitation by the receiving party from a third party; (iv) is independently developed by the receiving party without breach of these Terms; or (v) is required to be disclosed by applicable law or court order. If the receiving party becomes legally required to disclose Confidential Information, the receiving party will give the disclosing party prompt advance notice of such requirement and a reasonable opportunity to seek a protective order or other appropriate remedy, and if the disclosing party is still compelled to disclose the Confidential Information, then the receiving party will disclose only that portion of the Confidential Information necessary to ensure compliance with such legal requirement in the opinion of its legal counsel.

(c) Notwithstanding the foregoing, You agree Spacecamp may expose, reveal, disclose or describe Client’s Confidential Information, including, without limitation, new concepts, products, services, advertising campaigns or designs, to survey respondents (“Concept Testing”). You waive and release Spacecamp from and against any and all claims resulting from or related to Spacecamp’s authorized disclosure of Your Confidential Information to respondents in connection with Concept Testing.

(d) Upon discovery of any unauthorized use or disclosure of Confidential Information, a party shall notify the other party and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or breach of the Terms.

8. RIGHT TO SUSPEND ACCESS TO THE PLATFORM

(a) Spacecamp has the right to suspend the access to the Platform by the Client, subject to reasonable prior notification of the Client, where technically possible, in the following cases (where technically not possible in advance, such information will be provided after the resolution of the emergency suspension event):

  • (i) an emergency event requiring, in the reasonable opinion of Spacecamp, a suspension to protect its network or a part of the Spacecamp’s infrastructure;
  • (ii) scheduled or emergency maintenance;
  • (iii) failure by the Client to pay the Fees in a timely manner without prejudice to the provisions of Section 9 (Termination and effect of termination);
  • (iv) misuse, contractual breach or unlawful use by the Client of the Site without prejudice to the provisions of Section 9;
  • (v) failure of hardware, software or other equipment provided by the Client and used in connection with the Site without prejudice to the provisions of Section 9;
  • (vi) the suspension is required by any applicable laws, regulations or by decision of a court or any other authority.
  • (vii) If your account has been inactive for more than 1 year and you haven’t initiated any projects during that time, your account may be deactivated by Spacecamp. In such cases, you will be unable to log in. However, all your Data and projects will be retained in Platform and can be reactivated upon request. To regain access to your account, please send an email to business@pave.global to ask for reactivation. This email will also serve to validate your email account.

Spacecamp will provide its reasonable efforts to restart access to the Platform as promptly as possible and to mitigate the impact of the suspension.

(b) Spacecamp will use commercially reasonable efforts to ensure the Services’ availability. Spacecamp will not be liable for: (i) downtime; or (ii) any unavailability caused directly or indirectly by circumstances beyond Spacecamp reasonable control, including without limitation, (A) force majeure events; (B) Internet service provider or public telecommunications network failures or delays, or denial of service attacks; (C) a fault or failure of Your or a user’s computer systems or networks; or (D) any breach by You, or by any Authorized User of the Terms.

9. TERMINATION AND EFFECT OF TERMINATION

(a) Spacecamp has the right to terminate any access to the Platform if the Client does not use the Site and the Platform in accordance with the Terms. Spacecamp has no obligation to retain the Client Content and the Data after 2 years period upon termination of the use of the Site.

(b) Without prejudice to the provisions of Section 8 (Right to suspend access to the platform), either party will have the right to terminate these Terms, effective immediately, at any time and without prior notice, if the other party fails either to perform any material obligation or to cure a material breach within fifteen (15) business days of receiving written notice by the non-breaching party to that effect.

(c) To the extent permitted by applicable law, either party will have the right to terminate these Terms, at any time and provided that a prior written notice is sent to the other party, if the other party becomes insolvent or over-indebted, or at risk thereof, a (voluntary or involuntary) request to be subject to the insolvency/bankruptcy procedure has been registered with the competent courts or authorities on behalf of or against the other party or if such proceeding has already been instituted on behalf or against the other party.

(d) In addition, Spacecamp may terminate these Terms, without cause upon ten (10) business days prior written notice to the Client. Termination of these Terms will not affect the ongoing Services, the Services being performed by Spacecamp and paid by the Client.

(e) The termination provisions set out in this Section are not exclusive and are in addition to, and not in limitation of, either party’s rights under this Terms or at law.

10. DISCLAIMER AND WARRANTIES

(a) Spacecamp will provide the Services with commercially reasonable diligence as described in Terms and Guidelines. The above warranty ends when the Service ends. The above warranty will not apply in case of misuse, modification, damage not attributable to Spacecamp or in case of failure to comply with the Terms, Guides or other written instructions provided You by Spacecamp. Spacecamp does not warrant that Platform will be free of third party disruptions or unauthorized third party access. By accepting theses Terms You irrevocably agree that the abovementioned warranties are exclusive warranties of Spacecamp and all other warranties are excluded to the fullest extent permitted by law i.e. all representations, warranties including statutory warranty (rękojmia za wady fizyczne lub prawne), conditions, indemnities and guarantees with respect to the Services and Platform, whether express or implied, arising by law, custom, prior oral or written statements by Spacecamp, its representatives or licensors or otherwise (including, but not limited to any warranty of merchantability or fitness for particular purpose, implied warranties or conditions of satisfactory quality, fitness for a particular purpose, non-infringement, data accuracy, or system integration) are hereby disclaimed and excluded. The Site and the Platform are provided “as is” and Spacecamp does not warrant that the operation of the Site and Platform will be uninterrupted, secure or error-free, that the Site or the servers that make it available are free from viruses or other harmful components, or that all defects in the Site will be corrected.

(b) Spacecamp makes no representations regarding the use or the results of the use of the Site, the Platform, or any Data made available through the Platform in terms of correctness, accuracy, reliability, or otherwise. Furthermore, Spacecamp makes no representation and shall not be held liable for any usability, suitability of the use or the results of the use of the Site, the Platform, or any Data made available through the Platform for Your business or any other purpose. Spacecamp shall not be liable for any results (business, economic etc.) of any use of the Site, the Platform in particular the Report, or any Data made available through the Platform.

(c) Additionally, nothing contained on this Site or Platform shall be construed as providing consultation or advice to You. You acknowledge that Spacecamp does not assess, in any way, the legal and/or formal correctness of the Materials. In particular, no infringements of any third party rights are subject of assessment within the Services. The Client also acknowledges and agrees that the operation of the Site and Platform may be dependent upon the proper and effective functioning of the internet and other third-party equipment and services, and Spacecamp do not guarantee and will not be liable for these in any way.

(d) The Platform may include links to third party web sites as well as content included by users or other third parties authorized to access the Site and the Platform. Client acknowledges and agrees that Spacecamp is not responsible for the availability of such external sites and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites, or for any content posted by users of the Platform. Client further acknowledges and agrees that Spacecamp shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services that is available on or through any such site or that is posted by any such users.

(e) Spacecamp shall not be liable to You for any indirect, incidental, punitive, special or consequential, exemplary damages, including without limitation, loss of profits, loss of data, loss of profits, business, value, revenue or anticipated savings, loss of goodwill or any other intangible benefit, arising out of, or in connection with your use of the Services and Site, whether or not Spacecamp was advised of the possibility of such damage and whether based in breach of contract, tort, or any other theory at law or in equity. The total aggregate liability of Spacecamp for any and all claims made by You under or in connection with this Agreement shall not exceed 100 per cent of the amount of fees paid by Client under this Agreement with respect to the Services in connection with which the claim arises. The above limitations apply collectively to Spacecamp affiliates, contractors and suppliers.

11. INDEMNIFICATION

Client agrees to defend (at Spacecamp’ choice), indemnify and hold Spacecamp, and its parent and affiliated companies, together with their respective officers, directors, owners, contractors, employees and agents harmless from any and all claims, losses, damages, suits, fines, levy’s and costs (including reasonable attorney’s fees and expert witness costs, including costs associated with in-house counsel) and expenses of whatever kind, (collectively “Claims”), arising from or related to Your use of the Site and the Platform and any Data You place on the Platform, including Claims made by third parties. You agree that Spacecamp has the unlimited right to defend and to settle any third-party Claim without Your prior permission. You agree to provide Spacecamp with all reasonable assistance in the defense of any such third-party Claim. Notwithstanding the foregoing and in Spacecamp’s sole and absolute discretion, upon notice to You, You shall undertake the defense of such indemnifiable Claim.

12. OWNERSHIP. USE OF DELIVERABLES

(a) You acknowledge and agree that Spacecamp and/or its licensors own all intellectual property rights and all data in the Services, Platform, reports, methodologies, its trademarks and the Site, the design and format of the Platform and the Site and the products included herein, all technical data related to the Platform, including without limitation rights to all software and applications used by Spacecamp as part of its production process to build the Platform, and all related system and general purpose software used to operate and maintain the Platform, including but not limited to specifications, requisitions, algorithms, calculations, tools and methodologies. Furthermore, You acknowledge that certain materials available through the Site, Platform and the organization, layout, general appearance, and functionality of the Site and the Platform (excluding any Data) are also Spacecamp’s intellectual property. Except as expressly stated, these Terms do not grant the Client and/or its Affiliates any intellectual property rights, or any other rights or licenses in respect of the Services and/or the Platform, methodologies, or the results of the Services. Client agrees not to modify, alter, decompile or deface any Spacecamp intellectual property used or made available by Spacecamp in connection with the Platform. Client shall have ownership rights solely to the Data that is input into the Platform. The Terms do not convey any right, title or interest in and to the Services (including the Platform), except for the licenses granted in Section 2 (Services) above in accordance with the Terms. All other rights are reserved.

(b) Client grants to Spacecamp a non-exclusive, perpetual, unlimited, worldwide, fully paid-up, royalty-free right and license to use, edit, copy, encode, store, archive, distribute, transmit, modify, translate, render into an audible format, publicly display and publicly perform Data and any materials provided by Client for incorporation into the Site and the Platform, in whole or in part via any means, including the Internet, in connection with the creation and operation of the Site. Client will provide ongoing assistance to Spacecamp regarding technical, administrative, and service-oriented issues relating to the utilization, encoding, transmission, and maintenance of the Data, as Spacecamp may reasonably request. Client will have sole responsibility and liability for all Data You use, upload, post or submit to the Site and the Platform, including the obligation to obtain any necessary approvals and authorizations required to post such content. Spacecamp will not be held liable in any way for any Data that is transferred to the Site by the Client that is in breach of respective national privacy and any applicable data protection laws.

(c) You may not use, download, upload, copy, print, display, perform, reproduce, republish, license, post, transmit or distribute any Spacecamp intellectual property, including the Spacecamp trademarks from the Site and the Platform in whole or in part without Spacecamp prior written permission. Unless otherwise specified in the Terms, You shall not use the results of the Services, Spacecamp’ name, trademarks or logos in the public domain, including, without limitation, in advertising, marketing or promotional materials, press releases or press conferences (collectively, the “Public Domain”) without the prior written consent of Spacecamp.

(d) You may submit feedback, comments, and ideas about the Services, including comments and ideas on how to improve the Services. If You provide feedback to us, all such feedback will be the sole and exclusive property of Spacecamp. You hereby irrevocably assign and transfer to Spacecamp all Your right, title, and interest in and to all feedback including all intellectual property rights therein. Spacecamp shall have the right to, partly or in full, assign or license the rights acquired under this Section, and shall further have the right to freely use, adapt, amend, or otherwise modify the feedback. By submitting feedback, You agree that the disclosure is gratuitous, unsolicited and without restriction and will not place Spacecamp under any fiduciary or other obligation, and that Spacecamp is free to use the feedback without any additional compensation to You, and/or to disclose the feedback on a non-confidential basis or otherwise to anyone.

13. DATA PROTECTION

(a) Platform collects only the following Client’s data: “company mail”, “First name”, “Company name”, “address of the Client’s registered seat”. No Special categories of personal data or profiling data are collected. Spacecamp does not collect personal data of participants of marketing surveys used to provide Services.

(b) Any personal data collected by Spacecamp shall be stored and processed within EEA. The rules for collecting and processing personal data for the Services are stipulated in our Privacy Policy.

14. COMPLAINT PROCEDURE

(a) Complaints regarding the Services should be sent to the e-mail address business@pave.global or by post to the address indicated in Section 1 (General) of the Terms. Each complaint should contain the Authorized User’s name and surname and company name of the Client and a detailed description of the situation giving rise to the complaint, as well as possible proposals for resolving the situation giving rise to the complaint. Spacecamp shall respond to the complaint within 14 days of its receipt in the same form in which it received the complaint from the Client to the address indicated therein, and if the complaint does not contain the information required to resolve the complaint, Spacecamp shall ask the Client to provide additional information and shall consider the complaint within 14 days of receiving thee additional information.

(b) Individual settings of the Client’s technical infrastructure (e.g. computer, monitor, browser settings) resulting in incorrect or distorted display or malfunction of the Services and/or the Platform shall not be the basis for a complaint.

15. INDEPENDENT CONTRACTORS

Spacecamp is an independent contractor and shall not be deemed a partner, joint-venturer, fiduciary, agent, or legal representative of the Client for any purpose whatsoever. Spacecamp does not undertake to perform any of Your regulatory obligations or assume any responsibility for Your business or operations or the results/outcomes thereof.

16. ENTIRE AGREEMENT

(a) These Terms, including items incorporated into them (e.g. Guidelines, Privacy Policy) as well as any additional terms or conditions contained on the Site or within the Platform for particular activities, and disclosures provided by Spacecamp and consents provided by You on the Site and the Platform (collectively, the “Entire Agreement”), constitute the entire agreement between Spacecamp and You and neither party has relied on any representations made by the other that are not expressly set forth in the Entire Agreement.

(b) In case You or your affiliate have a separate Service Agreement or any agreement or engagement signed with Spacecamp or an Spacecamp affiliate that is in force, then the provisions of these Terms supersede the provisions of such Service Agreement or any agreement or engagement signed with Spacecamp or an Spacecamp affiliate with respect to the Services – unless the parties decided otherwise in writing.

17. WAIVER AND SEVERABILITY

(a) No waiver shall be effective unless in writing signed by Spacecamp waiving its rights hereunder. The failure of Spacecamp to exercise or enforce any rights or provisions in these Terms shall not constitute a waiver of such right or provision. In particular, Spacecamp’s failure to act with respect to a breach does not waive our right to act with respect to subsequent or similar breaches.

(b) If any provision (or portion thereof) of this Terms shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Terms (including, without limitation, each portion of this Terms containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable. The allocation of risks and balance of the Terms shall not be affected.

18. GOVERNING LAW. INTERPRETATION

(a) These Terms, including all provisions related to intellectual property rights as well as providing services by electronical means, are subject to Polish law.

(b) In this Terms the following rules of interpretation apply unless the contrary intention appears: (i) headings are for reference only and have no bearing on the meaning of this agreement; (ii) singular forms of words include plural forms, and vice versa; (iii) gender-neutral or gender-specific terminology used include each gender; (iv) a person includes a natural person, a joint venture, a government agency, a partnership, a company, an organization, a trust, or any other legal entity; (v) the terms “such as,” “including,” “particularly,” and similar terms are not to be construed as words of limitation; (vi) a reference to (A) a clause, term, party, schedule, or attachment refers to a clause, term, party, schedule, or attachment of this Terms, (B) a party includes its agents, successors, and permitted assignees.

19. DISPUTE RESOLUTION

All disputes or claims (i) related to these Terms, their contents, or validity, including non-contractual disputes or claims, (ii) for damages arising from non-performance or improper performance of the Services, as well as (iii) any claims related to creation, content, disposal, termination and protection of intellectual property rights, will be settled by the common courts in Poland, which are competent for Spacecamp’s registered office. The proceedings of the court will be conducted according to Polish civil procedure and in the Polish language.

20. FORCE MAJEURE

Spacecamp will not be liable for any delay or failure to perform any obligation under the Terms where the delay or failure results from any cause beyond our reasonable control, including labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, including if such event(s) applies to a subcontractor to us.

21. REMEDIES

You acknowledge and agree that the unauthorized disclosure or other violation, or threatened violation of Section 5 (Platform use. Technical requirements), Section 6 (Unacceptable usage), Section 7 (Confidentiality), Section 12 (Ownership. Use of deliverables) or Section 13 (Data protection) of these Terms may cause Spacecamp irreparable damage and that monetary damages would not be a sufficient remedy for any breach or threatened breach of these Terms. You agree that Spacecamp will be entitled to specific performance and injunctive or other equitable relief prohibiting You from any such disclosure, attempted disclosure, violation or threatened violation without the necessity of proving damages or furnishing a bond or other security, in addition to any other rights and remedies available in law. Spacecamp shall be entitled to recover its reasonable attorneys’ fees and expenses incurred in conjunction with such proceedings.

22. NOTICES

(a) Notices to You: Spacecamp may give You all notices that we are required to give by posting notice on this Site or via Platform. You also agree that Spacecamp may give notice in written form to the address you provided when registering on the Platform or to the current address of the client as indicated in the Register of Entrepreneurs of the National Court Register or by email at its own discretion, including notice of subpoenas or other legal process (if any). Spacecamp may notify any email or other address You provide during registration. You agree to keep Your address current and to check for notices posted on the Site.

(b) Notices to Spacecamp: Spacecamp receives many emails and not all employees are trained to deal with every kind of communication, so You agree to send Spacecamp notice by mailing it to business@pave.global.

23. STORAGE OF DATA

Spacecamp is entitled to delete all projects after a period of 2 months, if a project has been created, and has not been paid by the date indicated on the invoice.