This General Terms and Conditions (hereinafter: “GTC”) contains the terms and conditions between Airtime UX GmbH (incorporated and registered in Germany under company register number (USt-idNr): DE352846023, with registered office at Talstraße 5a, 13189 Berlin, Germany) (hereinafter: “Airtime”) and the Customer (hereinafter: “Customer”) in order to sell the license of the software developed by Airtime (hereinafter: “Software”). (Airtime and Customer separately hereinafter “Party”, collectively: “Parties”).
The Customer agrees to be bound by the terms of this GTC through download, installation, or use of the Software or by express agreement to this GTC. Unless otherwise provided, the contractual relationship on the license of the Software (hereinafter: “License”) between the Parties is based on the present GTC and/or a unique service order (hereinafter: “Service Order”) made by the Customer. The Parties with their mutual consent have the right to derive from the present GTC in writing and conclude a unique agreement on the License.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
This GTC is available here: https://airtimeux.com/help/terms.
1.1. The Customer is a legal entity or a natural person, who is intending to use the Software of Airtime for its business purposes. The Customer shall be registered on the website of Airtime and an account is provided to the Customer. Airtime is entitled to access to the data of the account in accordance with this GTC.
1.2. Customer declares that its capacity to conclude an agreement is not under any limitation, Customer is entitled to accept this GTC, and this GTC is not in contrary with other agreements on this regard concluded with third persons.
1.3. Customer further declares that the natural person acting on its behalf is authorized to accept this GTC. Airtime is entitled to call on such natural person to prove his or her authorization in respect of the represented Customer.
Capitalized terms shall have the meanings set forth below and elsewhere in this GTC:
Account: the account of the Customer registered on the Website.
Claim: a claim or action brought against the Customer alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this GTC infringes the intellectual property rights of a third party.
Confidential Information: any and all information relating to the trade secrets, operations, processes, plans, intentions, product information, prices, know-how, designs, customer lists, market opportunities, transactions, affairs and/or business of the Parties and/or to their customers, suppliers or customers in or on any medium or format. For the avoidance of doubt Airtime’s confidential information includes (but is not limited to) materials and the methods, techniques, know-how and ideas used or learned by Airtime in providing the Software.
Documentation: any or all of documentation, bylaws, manuals and instructions, product documentation, technical documentation including guidelines relating to access and/or statements of functionality related to the Software (subscription, bonus etc.).
GDPR: means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council.
GTC: means this present document of Airtime.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future.
License: a limited, non-exclusive, non-transferable license to use the Software.
License Fee: the fees payable by the Customer to Airtime for the use of the Software.
Privacy Policy: means the Privacy Policy of Airtime available on the Website here: https://airtimeux.com/pages/privacy-policy.
Subscription: a legal relationship between the Parties to use the Software and to pay the License Fee based on accepting this GTC and a Service Order, if any.
Website: shall mean the website at www.airtimeux.com operated by Airtime and all subdomains and subpages thereto, through which Airtime provides the Software.
3.1. The Software provides a research platform for product development, including qualitative & quantitative research methods, user recruitment, participant management & analysis of user feedback of the Customer. Airtime has the right to improve and modify the Software at any time without prior notice.
4.1. In order a Customer to be able to use the Software, it is necessary to create an Account on the Website and accept the present GTC and the Privacy Policy. Airtime holds the right to accept or deny the registration of any person at its sole discretion.
4.2. In the course of registration, the Customer shall register and provide its company name, email address, the name of its contact person and its billing data. Through these contact data shall the Parties communicate with each other in case of technical problems. The Customer shall keep all contact data up to date.
4.3. The Customer shall be responsible for the correctness, accuracy, and authenticity of the data provided during registration. The Customer shall be solely responsible to modify any data given during the registration that has been changed and to keep them accurate.
4.4. Airtime shall not be liable for damages resulting from the loss of the password of the Customer. The Customer can request assistance from Airtime at info@airtimeux.com in case of forgetting or losing its password.
4.5. The Customer acknowledges that Airtime will add Customer’s data (name, seat / address, country) to the list of Customers publicly available for visitors on the Website, unless Customer notified Airtime otherwise.
5.1. This GTC is concluded for an indefinite period of time.
5.2. Airtime is entitled to amend in part or in whole this GTC unilaterally at any time by updating it on its website: https://airtimeux.com/.
5.3. In case of any material modification of this GTC, Airtime shall publish it at least fifteen (15) days before its application on the Website, and registered Customers shall be informed via email or via system message in the Account. Non-material modifications will be accessible without any time limit on the website of Airtime. Changes to the GTC shall apply from the date of publication
5.4. After the publication of the respective amendment of this GTC the Customer accepts and considers itself to be bound by the provisions of the amended GTC in effect by using the Software continuously or by not terminating the contractual relationship with Airtime within fifteen (15) days.
6.1. Airtime does not sell the Software to the Customer, Airtime always remains the owner of the Software.
6.2. Airtime licenses the use of the Software to the Customer, and grants to the Customer a limited, non-exclusive, non-transferable license to use the Software for the internal business purposes of the Customer on the basis of this GTC and the Service Order.
6.3. The Customer has no right (and shall not permit any third party) to transfer, sell, sublicense, grant any entitlement, copy, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part.
6.4. Nothing in this GTC is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of any other Party.
6.5. The actual content and scope of License and the pricing list (packages, including pilot-project term) are available at: www.airtimeux.com/pages/pricing. If the License is provided for evaluation, beta, or early access purposes, then it is provided at no charge to the Customer.
7.1. In case the Customer pays the License Fee, it gains a monthly basis License for a definite period of time on the chosen type of the Software. The Customer shall pay a monthly basis License Fee in advance.
7.2. Upon payment of the License Fee, Airtime will make available the Software to the Customer.
7.3. It is possible to buy a pre-paid License, meaning that the Customer shall buy in advance a certain type of License for a definite period.
7.4. The Customer shall additionally pay if it exceeds the user limit defined in the chosen type of the Software.
7.5. The License Period shall be renewed automatically for subsequent subscription terms of equal length to the initial subscription term, unless the Customer terminates such License Period
(a) at least fifteen (15) days prior to the end of the monthly-based subscription, or
(b) at least thirty (30) days prior to the end of the current yearly-based subscription.
7.6. The use of the Software requires an appropriate hardware and Internet connection. License Fee does not include any hardware nor Internet-access.
7.7. On termination of the License Period, and upon the expiry date of the definite period of time of the License (except in case of automatic renewal):
(a) all rights granted to the Customer shall cease;
(b) the Customer shall cease all activities authorized by this GTC;
(c) the Customer shall immediately pay to the Airtime any sums due to the Airtime under this GTC.
7.8. Any provision of this GTC which expressly or by implication is intended to come into or continue in force on or after termination of the License Period or this GTC shall remain in full force and effect.
8.1. The Customer shall pay the License Fee for the use of the Software. The License Fee scales with the chosen type of License.
8.2. The Customer shall pay the License Fee on a subscription basis in advance to Airtime. Payment shall be made via PayPal or credit/debit card with automatic recurring payments. Airtime shall send the invoice to the Customer in electronic format to its email address provided in the course of registration.
8.3. Unless otherwise agreed, any other additional payments are due 30 days after date of the invoice. Payments will be considered overdue if payment is not received within its due date. If Airtime is required to initiate legal action due to non-payment of fees, the Customer shall bear all costs resulting from the collection of such fees. Overdue payments may incur interest at the monthly interest rate officially provided by the European Central Bank (ECB), from the original due date of the relevant payment until that payment has been made.
8.4. The Customer agrees that License Fee is not refundable, except at the sole discretion of Airtime and according Clause 15.
8.5. Airtime may change fees at any time. Any changes to fees will apply from the commencement date of the subsequent License Period. Airtime will notify the Customer of any price increases in excess of 5% at least forty-five (45) days prior to the end of the applicable subscription term, and if such increase is not acceptable to the Customer, the Customer may not renew the License Period as set forth in Clause 7.5.
8.6. The Parties will be responsible for all costs associated with their performance of this GTC. In no event will either Party be liable for the other Party’s taxes in connection of this GTC. In the event the Customer fails to remit any of its own taxes due in accordance with the above, the Customer agrees to indemnify and hold Airtime harmless from and against all liabilities, fees, penalties, interests, deductions or additions to taxes which may be assessed against Airtime for such failure, and all costs and expenses incurred in the defense of any such assessment, based upon such failure.
9.1. The Customer shall use the Software in line with the Documentation provided and as from time to time updated by Airtime. Airtime is entitled to regularly monitor the compliance of the use of the Software with this GTC.
10.1. Airtime provides the Software on “as is” basis. The Customer is solely responsible for selecting and purchasing the appropriate hardware, having Internet-access for using the Software. The Customer uses the Software together with third-party products at its own risk.
10.2. Airtime does not warrant that the use of the Software will be free from vulnerabilities, uninterrupted or error-free or that it will meet any requirements. The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer.
11.1. Airtime is neither liable for the errors or defects of the hardware devices, nor for the inappropriate Internet access of the Customer. Airtime shall not assume any liability for any direct or indirect damages caused by technical shutdowns, breaks independent of Airtime or destructive applications or programs placed by third parties.
11.2. Airtime shall not be liable for any material or immaterial damages (such as loss of profits or anticipated savings, loss of business opportunity, -goodwill or data) or personal infringements arising in connection with the use of the Website and the Software, apart from the liability for damages caused deliberately or by criminal offenses.
11.3. Airtime is entitled to involve subcontractors and third-party service providers at any time to assist in providing the License, but Airtime retains sole liability towards the Customer for the subcontractors’ and third-party service providers’ acts in relation to the Subscription.
11.4. The Customer is fully and exclusively liable for its and its users’ conduct towards Airtime.
11.5. The Customer shall be liable to Airtime for any damages sustained by Airtime caused by the Customer’s non-compliant and/or unlawful use of the Website or the Software. The Customer is obliged to comply with the provisions of this GTC and with other bylaws, manuals and instructions, and further Documentation provided and as from time to time updated by Airtime. The Customer shall be liable for any damages (including any restitution) that arise at Airtime or at a third party, because the Customer has not complied with their obligations set out in this GTC. Any damages, including restitution, resulting from the violation of such provisions shall be borne by the Customer. Airtime reserves the right to exclude such Customer without any notice from the use of the Software who violates the obligation set out in this Clause 11.
11.6. Neither this GTC (or Service Order) nor any rights and obligations of the Customer hereunder will be assignable or transferable by the Customer, in whole or in part, without the prior written consent of Airtime. Any attempted assignment, subcontract or other transfer of any of Customer's rights or obligations hereunder will have at no time any legal validity and will be considered a material breach of this GTC. This GTC will be binding upon the Parties and their permitted successors and assignees.
11.7. Airtime shall have no liability to the Customer, if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control (Force Majeure), including major accidents, epidemic, fire, war, insurrection, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by suppliers or sub-contractors caused by any such circumstance referred to in this clause, provided that the Customer is notified of such an event and its expected duration, when possible.
12.1. The Customer acknowledges that all Intellectual Property Rights in the Software (including any Software version) and any Documentation belong and shall belong to Airtime. The Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this GTC.
12.2. The Airtime name, the Airtime logo and any other trademarks, illustrations and logos used in relation to the Software, whether they are registered or not, are trademarks of Airtime or Airtime has the right to use them.
12.3. The content of the Website, including, but not limited to its graphic elements, text and technical solutions, the layout and design of the Website, the Software and other solutions, ideas and implementation used, as well as the content on the Website published by Airtime are the intellectual property of Airtime and protected by copyright. The copying thereof, in whole or in part, violates copyrights and is forbidden.
12.4. The use of the Software shall under no circumstances result in the source code of the Software being decrypted or deciphered by anyone or in any other way infringe the Intellectual Property Rights of Airtime. It is also forbidden to adapt or decrypt the content or any part of the Software. The Parties explicitly state, that under the provisions of this GTC the Customer is solely provided with access to the Software and the Website and all of its content furthermore, the Customer is not entitled (and shall not permit any third party) to replicate, modify, revise, adapt, develop, translate, correct, reverse engineer, decrypt or decipher, or make error corrections to the Software or any element thereof.
12.5. The Customer may not use any such information provided by Airtime or obtained by the Customer on the Software to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
12.6. If a Claim brought against the Customer, the Customer:
(a) as soon as reasonably practicable, giving written notice of the Claim to Airtime, specifying the nature of the Claim in reasonable detail;
(b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Airtime (such consent not to be unreasonably conditioned, withheld or delayed);
(c) giving Airtime and its professional advisers access at reasonable time (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable Airtime and its professional advisers to examine them and to take copies (at Airtime’s expense) for the purpose of assessing the Claim; and
(d) subject to Airtime, providing security to the Customer to the Customer’s reasonable satisfaction against any claim, taking such action as Airtime may reasonably request to avoid, dispute, compromise or defend the Claim.
12.7. If any Claim is made, or in Airtime’s reasonable opinion is likely to be made against the Customer, Airtime may at its sole opinion and expense:
(a) procure for the Customer the right to continue to use the Software (or any part thereof) in accordance with the terms of this GTC;
(b) modify the Software so that it ceases to be infringing;
(c) replace the Software with non-infringing software; or
(d) inform the Customer in writing and refund any of the License Fee paid by the Customer on return of the Software and all copies thereof.
13.1. The Customer is capable to provide and save personal data by using the Software. The Customer shall be the sole owner and controller of the personal data. Airtime takes no responsibility and assumes no liability for any content recorded, saved or provided by the Customer.
13.2. The Customer is solely responsible as data controller for the compliance with Data Protection Legislation in respect of personal data, which shall be collected or processed through the use of the Software. If Airtime processes any personal data on the Customer’s behalf when providing the Software to the Customer, the Customer is the data controller and Airtime is the data processor for the purposes of the data protection legislation.
13.3. Airtime is entitled to use the data defined above for its business purposes in case such data cannot directly or indirectly identify the Customer or its users.
14.1. Each Party shall, in respect of the Confidential Information for which it is the recipient:
(a) keep the Confidential Information strictly confidential and not disclose, directly or indirectly, any part of such Confidential Information to any person except as permitted by, or as required for the performance of the recipient’s obligations under this GTC;
(b) take all reasonable steps to prevent unauthorized access to the Confidential Information;
(c) not use the Confidential Information other than for the purposes set out in this GTC; and
(d) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the purposes set out in this GTC. Any such copies, reductions to writing and records shall be the property of the disclosing Party.
14.2. Subject to Clause 14.3, the Parties may disclose the Confidential Information to, and allow its use in accordance with this GTC by the following:
(a) employees and officers of the recipient who necessarily require it because of the performance of the recipient’s obligations under this GTC;
(b) the recipient’s auditors and professional advisors solely for the purposes of providing professional advice and any other persons or bodies having a legal right or duty to have access to, or knowledge of, the Confidential Information in connection with the business of the recipient; and
(c) in the case of Airtime being the recipient, agents and sub-contractors of Airtime who necessarily require it because of the performance of Airtime’s obligations under this GTC.
14.3. As a condition of the rights set out in Clause 14.2 the Party wishing to exercise the rights must:
(a) ensure that any party to whom it discloses Confidential Information is under an obligation of confidentiality in relation to such Confidential Information; and
(b) procure that such persons observe the restrictions in this Clause 14.
14.4. The restrictions in Clause 14.1 do not apply to any information to the extent that it:
(a) is or comes within the public domain other than through a breach of Clause 14.1; or
(b) is in the recipient’s possession (with full right to disclose) before receiving it from the other Party; or
(c) is lawfully received from a third party (with full right to disclose); or
(d) is independently developed by the recipient without access to or use of the Confidential Information; or
(e) is required to be disclosed by law, court order or by other authority of competent jurisdiction or any regulatory or government authority to which the receiving Party is subject provided that, so far as it is lawful to do so, the receiving Party shall take into account the reasonable requests of the disclosing Party in relation to the timing and content of such disclosure.
15.1. Airtime may limit or suspend the License from time to time at its own discretion. In foreseeable cases Airtime will inform the Customer on suspensions in advance.
15.2. The License might be suspended according to the sole decision of Airtime, following a thirty (30) days’ written notice, if the Customer is in material breach of this GTC or a unique agreement and/or Service Order, including but not limited to Customer’s failure to pay any fee to Airtime.
15.3. Airtime shall be entitled to unilaterally terminate the Subscription for any reason by providing at least forty-five (45) days’ written notice to the Customer and shall provide a pro rata refund of any fees prepaid by the Customer applicable to the period following the termination date.
15.4. The Customer shall be entitled to delete its Account at any time by sending an e-mail to the info@airtimeux.com e-mail address with a forty-five (45) days’ notice period. In this case the Customer remains liable to pay any fee outstanding on the deletion date.
15.5. Airtime shall be entitled to unilaterally terminate the Subscription with immediate effect, if the Customer seriously breaches any of its obligations set out in this GTC or a unique agreement and/or Service Order, or in any other Documentation of Airtime or in applicable law. In this case the Customer remains liable to pay any fee outstanding on the termination date.
15.6. Each Party may terminate the Subscription if the other Party:
(a) is in material breach of this GTC and/or Service Order and fails to cure that breach within thirty (30) days after the receipt of a written notice, or
(b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days.
15.7. In case a material decrease occurs in the functionality of the License, the Customer shall send a thirty (30) days’ written notice to Airtime. If such material decrease cannot be cured in thirty (30) days, the Customer is entitled to terminate its Subscription immediately. In this case the proportional rate of License Fee shall be paid to the Customer by Airtime.
16.1. No failure or delay by a Party to exercise any right or remedy provided under this GTC, or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.1. This GTC and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with Hungarian law.
17.2. If any provision or part-provision of this GTC is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this GTC.
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