General Terms and Conditions of dotidot s.r.o.

I. RECITALS

1. These General Terms and Conditions /hereinafter referred to as “GTCs”/ of dotidot s.r.o., a limited liability company, ID No. 040 38 002, with its registered office at Křížová 2598/4, Prague 5, Smíchov, Postal Code 150 00, incorporated in the Companies Register of the Metropolitan Court in Prague under Section C, Insert No. 241330 /hereinafter referred to as the “Provider”/ govern the mutual rights and obligations laid down between the Provider and a natural person – a business person (as part of the business person’s business activities) or a legal entity in it business capacity /hereinafter referred to as the “Customer”/, arising in connection with the provision of services consisting in the use of the Dotidot Application which is designed for administration of marketing campaigns in marketing systems operated by third parties. Customer and Provider may also be jointly referred as “Parties”. The Dotidot Application is available online at https://app.dotidot.io/ 
2. Provisions deviating from those laid down in these GTCs may only be stipulated in an individual agreement. Deviating provisions laid down in the individual agreement or in other arrangements between the Contracting Parties shall prevail over the provisions hereof.
3. The provisions of these GTCs are published at https://www.dotidot.io/. These GTCs are available only English.
4. The Provider may modify or amend the wording of these GTCs even without any specific reason. The Provider shall notify the Customer of any such change in an appropriate manner (a communication sent to the e-mail entered in the Dotidot Application registration shall suffice) no less than 30 days in advance. The amendment shall be effective in relation to the Customer as of the date specified in such notification. Unless the Customer agrees to such amendment of the GTCs, the Customer is entitled to terminate the Agreement by notice as of the effective date of such an amendment. The Customer shall deliver the notice no later than 24 hours before the start (as in 12AM) of the effective date of the amendment.
5. These GTCs have been supplemented by Personal Data Protection Policy.

II. DEFINITION OF TERMS

"Agreement" – Agreement on the use of the Dotidot Application and for the provision of related services (customer support, SLA and other services governed by these GTCs) entered into by and between the Provider and the Customer, governing the provision of the Dotidot Application designed for creation and administration of Marketing campaigns and Additional Features, available at https://app.dotidot.io/, concluded pursuant to Article III hereof. These GTCs and Price List form an integral part of this Agreement.

"Dotidot Application” – an application designed for administration of Marketing campaigns in advertising systems operated by third parties, such as Google Ads, Seznam Sklik, Facebook ads and Microsoft Advertising, which the Customer administers through the Provider’s administration interface. The Dotidot Application is a work as defined in Act No. 121/2000 Coll., the Copyright Act. The Dotidot Application as well as its individual modules, databases contained therein, and graphic elements that are part of the software are protected by copyright as a computer program with the exception of its parts which are governed by commercial, free and/or open-source third-party licenses /hereinafter referred to as “third-party licenses”; See Third party component declaration/. The Provider (dotidot s.r.o.) is the executor of all proprietary copyrights to the Dotidot Application as a whole and including any and all modules created on its basis with the exception of its part governed by third-party licenses. Use of all the Dotidot functionality (all features included) as well as complementary services as defined below is subject to special fees as per the Price List.

“Marketing systems” – pay-per-click systems and other advertising systems allowing advertisers to place their advertisements on the Internet. 

“Image Editor” –Dotidot Application feature that allows the Customer to edit any images they upload. 

“Facebook Campaigns” –Dotidot Application feature that allows the Customer to create advertising campaigns for the Facebook platform. 

“Feed Scraper” – an additional Dotidot Application feature that allows the Customer to create a new data source from a website sitemap URL or enrich an existing data source with data from the website. 

“Feed export” –Dotidot Application feature that allows the Customer to transform the input data source according to the requirements of the target advertising platform (eg. advertising systems, product comparators, ..). 

“Complementary Services” – a term covering all the other services and content included in the select individual tariffs (as per the Price List) like technical support services, Dotidot Academy, onboarding package, personal customer success manager, priority support response time etc.

“Price List” - Price List published by the Provider on website https://www.dotidot.io/pricing. Price List forms an integral part of the Agreement. Unless specifically defined otherwise in these GTCs or in the individual contracts, the Price List shall take precedence over all previously negotiated prices. For the avoidance of doubt, the Customer acknowledges and agrees that Price List (as an integral part of the GTCs) might be unilaterally changed provided that information obligations according to Article I.4 of these GTCs are duly complied with by the Provider. 

III. ENTERING INTO AGREEMENT AND ITS VARIANTS

1. The Customer shall get registered at https://app.dotidot.io/sign_up using the e-mail address of the Customer’s choice and shall choose a password /hereinafter referred to as “Login Data”/. As part of the registration, the Customer shall provide their other identification details. The Customer is obliged to notify the Provider of any change to such data without delay. Upon the registration, a user account is created for the Customer in the Dotidot Application /hereinafter referred to as “User Account”/. By means of this registration, the Customer expresses that they duly observed all of the obligations set in the GTCs thereof as well as their consent to be bound by GTCs as defined hereof. Upon completion of the above User Account registration, an Agreement is concluded between the Customer and the Provider.
2. The Customer shall log in using their Login Data for the Dotidot Application at https://app.dotidot.io/sign_in. The Customer may enter input data on their products and marketing campaigns to be processed in the Dotidot Application via the Dotidot Application interface. Subsequently, the Customer may link their third party Marketing system accounts with the Dotidot Application. This linking will enable synchronization of advertisement groups and keywords with the requested Marketing systems through the API interface. 
3. Upon the first creation of the User Account in the Dotidot Application and/or after the Agreement is concluded (if not at the same time) , a free trial period of fourteen (14) days is started /hereinafter referred to as “Free trial”/. The Free trial is granted to the Customer free of charge .The Free trial includes all individual features of Dotidot Application as specified in the Price List. The Provider may extend the Free trial at the Customer’s request; however, nothing in the GTCs thereof entitles the Customer to such extension. If the Customer’s Free trial expires without the Customer requesting its extension and/or if such extension is not granted, the Customer failing to duly pay the fees as defined in the Price List prior to the expiry of the Free trial, the Provider is entitled to suspend the synchronization of the Customer’s Dotidot account with Marketing systems and/or prevent the Customer from accessing the Dotidot account altogether.
4. In the Free trial, the Customer is entitled to make the initial setup of the requested parameters for the use of the Dotidot Application which will be applied after the expiration of the Free trial period – the start of the paid tariff respectively (i.e. to set up the requested frequency of synchronizations / data source updates etc.) and to add invoicing data in the administration of their User Account any time. By confirming (“submitting”) the complete invoicing data (as requested in the user interface of the Dotidot Application) the right to use the basic Dotidot Application functionality is thereby automatically activated for the period of two weeks. The right to use the basic Dotidot Application as well as the right of the Provider to charge for such use of the Dotidot Application is then automatically extended by one month each time until the Agreement is terminated by one of the procedures under Article VIII hereof. With each extension, Dotidot shall automatically evaluate the criteria for determining the Plan in compliance with Article VI hereof. 
5. Under the Agreement, the Provider agrees to provide the Customer with a right to use Dotidot for a limited period of time, solely for the Customer’s business purposes and under the conditions defined herein and the selected Plan according to the Price List and to provide Complementary Services. The Customer agrees to pay the fees specified in the Price List /hereinafter referred to as “Price”/.
6. The Parties may also enter into the individual Agreement in writing. In such case, the provisions of these GTCs concerning the method of entering into the Agreement shall apply with the necessary modifications and form an integral part of such Agreement; any deviating provisions laid down in such Agreement shall prevail over the provisions of the GTCs herein.

IV. RULES FOR USE OF DOTIDOT APPLICATION

1. The creation of campaigns shall be carried out in Marketing systems under the accounts owned by the Customer. The Customer agrees that the Dotidot Application will access the Customer’s accounts through the API token for the Sklik interface and through the OAUTH access system for Microsoft Advertising, Facebook, and accounts operated by Google (such as Google Ads) and/or other systems operated by third parties if these are used jointly with the Dotidot Application. For Google Ads, the Customer agrees to linking their Google Ads account with the Provider’s “My Client Center” (mcc@dotidot.io). The Customer shall be invited to such linking by the Provider by e-mail or by phone. The linking will enable better technical support from Dotidot and full technical support for Marketing systems accounts.
2. The Provider is entitled to restrict or suspend the provision of Dotidot Application services if their provision is prevented by reasons originating from the activities of third parties or force majeure (such as fire, flood, etc.) or due to a failure on the part of any other third party providers, provided that, based on objective evaluation, these events could not have been avoided with a due care of the Provider.
3. The Provider shall bear no liability for the malfunctioning of any of the Marketing systems or any other systems operated by any other third parties if these are utilized for the use the Dotidot Application (incl. hosting and mailing providers and other services used by the Provider during the provision of the services under the GTCs herein). Unless agreed otherwise, the Customer is not entitled to any refund of the Price paid for the provision of services.
4. The Provider shall always be liable solely for damage caused by the breach of the Agreement caused exclusively by the Provider himself. Irrespective of the cause of damage or any other material loss incurred by the Customer, the Provider shall always be liable (for any damages or any other material loss including loss of profit, indirect damages etc.) only up to the amount equaling the sum of the fees paid by the Customer for the services provided in the one calendar month immediately preceding the month in which the damages and/or other material loss incurred.
5. The Provider undertakes to make every effort to implement any changes in the API interface of Marketing systems operators, sufficiently in advance. However, the Provider shall bear no liability for the malfunctioning of the Dotidot Application caused by unpredicted changes in the API interface of Marketing systems or any other systems operators, that the Provider could not have implemented even with due professional care, or in the event of an outage of the API interface of such system operators. For the avoidance of doubt, the Customer is not entitled to any refund of the Price paid for the provision of services.
6. The Provider shall bear no liability for any damage caused by the Customer during the creation and administration of campaigns or caused by content generated by the Customer. The Customer is the holder of copyright and/or other relevant rights to all content (created texts, keywords, images, and other graphic elements, etc.) inserted by the Customer into the Dotidot Application. The Customer shall bear full liability for the content of applications created by the Customer and for the accuracy of the information. Should the Provider be obliged to compensate damage caused to a third party through the Customer’s use of the Dotidot Application, the Customer shall indemnify the Provider to the full extent, especially to pay the compensation for any such damage to the Provider without any delay upon a previous written notice delivered by the Provider.
7. The Customer acknowledges that the keywords and other materials/content used and generated in campaigns may be protected by trade secret, intellectual property rights and/or any other third-party rights, and that the Customer bears exclusive liability for the use of such keywords and other materials/content in compliance with legislation. The Customer hereby declares that by using such keywords and other materials/content the Customer does not infringe third parties’ rights. The Provider shall bear no liability for any infringement of any third party’s resulting in connection with the use of the Dotidot Application by the Customer. The Customer shall waive the right to claim compensation from the Provider for damage inflicted upon third parties by infringement of their rights.
8. The Provider shall bear no liability for any temporary or permanent loss, damage or destruction of the Customer’s or third parties’ data in connection with the use of the Dotidot Application (hereinafter referred to as the “Incident”), unless such Incident results from an intentional conduct of the Provider. In such case, it shall be considered a defective performance and the Customer is entitled to request a discount from the Price of the services up to 100% of the invoiced Price for the affected month.
9. The Customer shall provide the Provider with all assistance needed to ensure proper provision of services, in particular to hand over all necessary information and documents which the Provider asks the Customer for, provided that provision thereof is needed to accomplish the purpose of the Agreement.
10. The Customer is not entitled to modify the Dotidot Application in any manner, make it available to any third parties, lease it or grant license or sublicense thereto.
11. The Dotidot Application (app.dotidot.io) shall be available with 99 percent availability guaranteed. Planned availability outages shall be announced via e-mail at least 24 hours in advance, will not be planned for national holidays and significant days (e.g. Christmas, Black Friday, etc.) and shall take place predominantly at night or over weekends, where possible. In case of an unexpected failure, full functionality of the Application shall be restored usually within 2 hours of such failure.

V. SUPPORT GUARANTEE SERVICE

VI. REMUNERATION /PRICE/ FOR THE PROVISION OF SERVICES, PAYMENT TERMS

1. The Price for the services /also referred to as “Fee”/, ie. for the provision of Dotidot Application as well as Complementary Services is defined in the Price List and consists of 4 preexisting subscription plans /hereinafter referred to as “Plan(s)”/  – 4 of them being inherently defined by the maximum limits (ad spend, number of exports, synchronizations etc.) as well as Dotidot Application functionality and Complementary Services /hereinafter jointly referred as “Parameters”/ and the last Plan being completely custom. The Enterprise Plan is available to the Customers exclusively upon previous individual Agreement. The Fees as well as the Parameters per Plan are specified in the Price List and are subject to change in the same manner as these GTCs. The Fees quoted in the Price List are exclusive of VAT. The Provider is entitled to modify or change the Plans offered unilaterally; the provisions of GTCs related to such change shall apply with the necessary modifications.
2. The Price for the services is payable for the period past (=retrospectively) based on an invoice issued by the Provider on the 1st of each calendar month for the month directly preceeding. Unless specifically agreed otherwise, the first payment of the Fees is expected on the first 1^st day of the following month since the beginning of using Dotidot Application. 
3. The actual Parameters reached within the Plan by the Customer are determined by the high-water mark method, ie according to the highest achieved state in the month.  If the actual use of the services by the Customer exceeds the Parameters defined in the individual Plan selected/ordered by the Customer in any given calendar month, the Customer is automatically moved to the higher Plan (ie. from Essential to Professional) and the Fee for the (higher) Plan is invoiced accordingly on the 1st of the next calendar month. To downgrade back a lower Plan, the Customer shall contact the Provider at info@dotidot.io; otherwise, the Customer is considered to be enrolled in the higher Plan for the duration of the services under the Agreement and charged Fees according to such Plan. 
4. The invoice shall be payable within 14 days of its dispatch to the Customer. The Provider shall send the invoice by e-mail to the Customer’s e-mail address under which the Customer is registered in the Dotidot Application, or to a different address provided by the Customer. The regular invoice for the payment made on the basis of the proforma invoice shall be sent by the Provider within the statutory period of time. The Customer agrees to have the invoice sent electronically. The day on which the payment is credited to the Provider’s account shall be deemed the date of payment of the Price.
5. Should the Customer be in default with any payment for more than 14 days, the Provider is entitled to suspend the Dotidot Application services for the Customer. In the event of the Customer’s default with any outstanding payment, the Provider shall become entitled to contractual late payment interest in the amount of 0.05 per cent of the outstanding amount for each day of such default from the first day of default. The contractual late payment interest shall become due after the 14th day from the moment the Provider notified the Customer of claiming the late payment interest.
6. The Provider shall resume the provision of the service suspended pursuant to the preceding paragraph no later than the following business day after the day on which all due payments of the Customer to the Provider are paid. Restricted or suspended provision of services by the Provider due to a breach of the Customer’s obligations shall not exempt the Customer from the obligation to make the agreed-upon payments, nor shall it give the Customer any right to receive compensation for any damage or material loss caused by such suspension.
7. The Provider is entitled to cancel the Customer’s user account and delete the Customer’s user data after one month from the day on which the Customer starts being in default.

VII. PROTECTION OF CONFIDENTIAL INFORMATION, NON-DISCLOSURE

1. The Customer undertakes to keep confidentiality of the Provider’s confidential information and trade secrets and not to disclose them or make them accessible to any third parties or to use them for the Customer’s own benefit or for the benefit of any third parties. For the avoidance of doubt, the Provider defines confidential information as: technical or commercial information of the Provider or any other information of the Provider that is not publicly available, in particular data, know-how, used computer programs, processes, designs, concepts, specifications, pricing information, business, financial and marketing plans, information, other intellectual property items created by the Provider protected by law, and other information that is designated as confidential by the Provider. The Customer agrees to protect the Login Data from abuse; the Provider is not obliged to compensate damage incurred by a potential abuse of the Login Data by any third party.
2. Likewise, the Provider undertakes to keep confidentiality of the Customer’s confidential information and trade secrets and not to disclose them or make them accessible to any third parties or to use them for the Provider’s own benefit or for the benefit of any third parties. The obligation of confidentiality applies in particular to the Login Data for access to the Customer’s accounts in Marketing systems and to information on the results achieved in marketing campaigns under the Agreement, including information on the performance of marketing campaigns and the paid Price. Use of select confidential information, ie. information of outstanding invoices, the paid Price etc. for legal claims of the Provider shall not be considered a breach of the confidentiality obligation under the GTCs. 
3. The Parties agree to protect the confidential information so as to prevent its disclosure to third parties, and they further agree not to disclose, reveal or make the confidential information accessible to any third parties.
4. The obligation of confidentiality with respect to confidential information, trade secrets, etc., i.e. the obligation not to disclose such information or make it accessible to any third parties shall be maintained even after a potential termination of the Agreement for the period of at least 10 years.
5. The Customer grants the Provider consent to use the Customer’s person, including logo, as a business reference. Where the logo is protected under industrial law, the Customer grants the Provider a royalty-free license to use the logo for this specific purpose.

VIII. AGREEMENT TERM AND TERMINATION

IX. OTHER AND FINAL PROVISIONS

1. The Agreement between the Customer and the Provider shall come into force and effect immediately when concluded.
2. For the purposes of delivery of documents, the Parties have agreed that the effectiveness of any act shall also be preserved where one Party makes such act in writing in paper form and sends it via a postal service provider to the address of the registered office of the other Party. Such document shall be deemed to have been delivered on the third day after its demonstrable sending.
3. Should any provision of the Agreement or these GTCs become invalid or ineffective, such invalidity or ineffectiveness shall not affect the other provisions of the Agreement or these GTCs.
4. The Parties agree that neither Section 1793 of the Civil Code (Lesion) nor Section 1796 of the Civil Code (Usury) shall apply to the obligations arising from this Agreement. The Parties assume the risk of change of circumstances within the meaning of Section 1765 of the Civil Code. A response by the Party with an amendment or deviation within the meaning of Section 1740(3) of the Civil Code is not an acceptance of the offer to conclude the Agreement or an amendment thereto, even if it does not substantially change the terms of the offer. The Parties further exclude the application of Sections 1765 and 1766 of the Civil Code. Beyond the express provisions of the Agreement, the Parties do not wish any rights and obligations to be inferred from past or future practice established between the Parties or from custom generally or in the industry relating to the subject matter of the Agreement. In addition to the foregoing, the Parties acknowledge that they are not aware of any custom or practice heretofore established between them. The Parties further exclude the application of the provisions of Sections 2389a et seq. of the Civil Code. Otherwise, the contractual relationship and any disputes arising therefrom shall be governed by Act No. 89/2012 Coll., Civil Code, as amended. The court competent to resolve disputes arising from the Agreement or related thereto is the ordinary court of the Provider. In the event of an international element, the governing law shall be the national law of the Czech Republic.
5. These GTCs supersede all previous terms and conditions and are effective as of the 18th May 2023.

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