Terms and conditions for AgeGO - Business Customers
Effective on 1 April 2019
If You use AgeGO services, you are accepting these Terms and Conditions (“T&C”).
These T&C (the “Agreement“) govern the provision of age-verification services (the “Services”) by Age Verification Technology, S.L. (“AgeGO”; “we” or “our“) to you as individual or company (the “Business Customers”; or “you”) rendered on the basis of the personal data and other information (the “End User Data“) submitted by your end users to AgeGO (the “End Users”) so that AgeGO can verify that your End User is 18 or over. The Service is provided in order to allow for a transaction between the End User and the Business Customer, which will be subject to the Business Customer’s terms and conditions, to which the End User shall agree upon. Please carefully read these T&C before contracting the Services.
For the purposes of this Agreement, the Parties agree that, when used capitalized herein, the following terms shall have the following meanings unless they are defined otherwise in this Agreement:
“AgeGO”, “we” or “our“: means Age Verification Technology, S.L with VAT B67394494 and address at 16 Marina, 08005 Barcelona as well as the technology that provides an effective and robust age-verification arrangement to ensure that the End Users accessing the Business Customer’s services and/or content are 18 years old or over. We will refer to AgeGO in this T&C, given that it is the commercial brand for the Services.
“Age-Verification Methods”: means the verification methods used by AgeGO.
“Age-Verification Solution”: means a combination of Age-Verification Methods.
“Agreement“: means the content of this document.
“Business Customers” or “you”: means the online services provider individual or company in favor of which AgeGO is rendering the Services, and with which the End User wants to execute the transaction; or whose online services and/or content the End User wants to access.
“End User Data”: means any personally identifiable information of the End User provided by the End User through AgeGO for use in providing the Services by AgeGO to the Business Customer.
“End User”: means the individuals who either use AgeGO or create an account with AgeGO, in order to have their age verified so they are able to access age restricted content and/or access to websites that have restricted content and/or websites, which restrict access to certain features.
“Fees”: means the aggregate of all licenses and other fees specified in the Sales Order.
“Information“: means all Information which belongs to the End User, provided that AgeGO has the right to use End User Data for the purpose of performing the Service on behalf of the Business Customer, including disclosing the Information only for the purposes of age verification to the Business Customer and for improving the Services. AgeGO also may aggregate End User Data with that of other End Users for the sole purpose of analyzing and improving its services to all users and Business Customers.
“Term”: means an indefinite term of duration for the provision of the Services as from the Service Start Date, unless terminated by either party with a 15 days prior written notice.
“Parties”: means the Business Customer and AgeGO.
“Sales Order”: means any type of document signed (both on a hard copy and/or online) or agreed on by the Business Customer and AgeGO.
“Service”: means the age verification services AgeGO renders in favor of the Business Customers in order to verify that the End User’s age is 18 or over.
“Service Start Date”: means the date specified in the Sales Order as the Service Start Date or if none, the date on which the Business Customer signs and/or accepts the corresponding Sales Order and/or this Agreement.
“User”: means anyone who visits or uses AgeGO (including End Users and Business Customers).
“Widget”: means the interface made available by AgeGO to the Business Customer with the purposes of rendering the Services.
Both AgeGO and the Business Customer represent and warrant that they have all right and authority to enter into this Agreement and that they have all necessary licenses, permits and registrations required to perform its obligations hereunder.
1.1. By virtue of this Agreement, AgeGO shall confirm the End User of the Business Customer sent to AgeGO is 18 or over using AgeGO´s Age-Verifications Methods.
1.2. AgeGO is a service provider and has no effective knowledge about the End User Data, which is assumed truthful and accurate, and whose responsibility relies only on the End User. The End User is the only responsible party for such truthfulness and accuracy of the End User Data, and therefore, the End User and the Business Customer will always hold AgeGO harmless for any responsibility, infringement, damage or loss in relation to such End User Data. If any content is untruthful or false, please inform AgeGO at firstname.lastname@example.org so we can remove and take the corresponding actions.
2. OTHER APPLICABLE TERMS.
2.1. The following additional terms also form part of this Agreement and also apply to your use of AgeGO:
- Our Cookies Policy, which sets out how and which cookies we use.
3. PLACING AN ORDER
3.1. Placing and order: an order for the Service offered by AgeGO to Business Customers shall be placed using the “Contact us” section on the AgeGO website. AgeGO will then contact you with a service proposal depending on your order as well as any other fees applicable to the specific order. A Service not included in such Sales Order proposal shall not be included in the Sales Order. A Sales Order shall only be effective when signed and/or agreed upon by both Parties hereto.
3.2. A Sales Order will expire upon the termination if its term in case it has a term different term than the one in this Agreement. Unless otherwise stated in the Sales Order, the Terms will be indefinite as stated in this Agreement.
4. THE SERVICES
4.1. The Digital Economy Act 2017 requires website operators to verify a person’s age before allowing them access rights to certain websites and/or certain types of content shown on websites. The object of AgeGO is to provide an effective, robust and legally secure solution for the age-verification and confirmation system, processed between End Users and Business Customers (in some cases, using personal information held by third parties). 4.2. The Service provided by AgeGO includes the following:
4.2.1. An effective control mechanism at the point of registration or access to the Business Customer’s services and/or content by the End User, which verifies that the End User is aged 18 or over at the point of registration of access to the Business Customer’s services and/or content or to contract the services offered by the Business Customers.
4.2.2.The age-verification data used in the methods included within AgeGO cannot be reasonably known by another person other the End User, without theft or fraudulent use of data or identification documents nor readily obtained or predicted by another person.
4.2.3.The inclusion of measures which authenticate age-verification data and measures, which are effective at preventing use by non-human operators, including algorithms.
4.3. Likewise, the solution provided by means of the Service rendered by AgeGO are designed and implemented in a way that:
4.3.1.The minimum amount of personal data is required to establish that the End User is 18 or over;
4.3.2. It is easily usable by the End User;
4.3.3. Includes clear information to the End User regarding your data protection policy;
4.3.4. It is used only to confirm that the End User is 18 or over;
4.4. The Service are provided to the Business Customer on a non-exclusive basis. Therefore, the Business Customer cannot license, sub-license, resell or commercialize the Service to third parties in any way.
4.5. The Provision of the Service shall begin on the Service Start Date and continue throughout the remainder of the Term. AgeGO will provide the Service in accordance with and subject to the terms of this Agreement.
4.6. Subject to Business Customer compliance with the provisions of this Agreement, AgeGO grants the Business Customer a worldwide, non-exclusive and non-transferable right and license to: (i) access and use the Widget; and (ii) install and use the Service. In each case, solely in connection with the Service, and unless otherwise agreed between the Parties, solely for its internal business purposes to provide services directly to End Users. AgeGO reserves all rights in the Widget and Service not expressly granted under this section.
4.7. The Business Customer shall have no right and shall not attempt to interfere with, or disrupt the Service or the Widget. Nor shall the Business Customer attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Service). The Business Customer has no right, and undertakes not to:
4.7.1. Decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover, in any way, any source code, programming algorithms, design structure, interoperability, interfaces, concepts, construction methods, underlying ideas, or file formats of the Widget or the Service, for any purpose;
4.7.2. Remove any identification markings, including but not limited to copyright notices and trademarks from the Widget or the Service.
4.7.3. Make any modification or enhancement to the Widget or the Service, or any portion thereof;
4.7.4. Copy, sell, resell, lease, assign, distribute or transfer in any manner or form, in whole or in part, the Widget or Service;
4.7.5. Use the Widget or the Service to develop or distribute any software product or service that competes the marketplace with the Service of AgeGO;
4.7.6. Transfer any of its rights hereunder.
4.8. The Business Customer acknowledges and agrees that AgeGO does not monitor or police data transmitted through the Service and that AgeGO shall not be responsible for the content of any such communications or transmissions. The Business Customer shall use the Service exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others.
4.9. The Business Customer agrees to take all reasonable measures and steps to ensure that unauthorized persons will not have access to the Widget or the Service or any of the End User Data, and that all authorized persons having access will refrain from any disclosure, duplication or reproduction of the Widget or Service, except to the extent permitted under this Agreement.
5.1. The Business Customer shall pay AgeGO the Fees in the manner and amounts set forth in the Sales Order and this Agreement. All payments will be non-refundable, non-cancellable and irrevocable, except otherwise provided in this Agreement. Unless otherwise set forth in the Sales Order, the Fees shall be payable in Euros.
5.2. Invoices to the Business Customer shall be available to the Business Customer in the Widget.
5.3 The amounts due to AgeGO under this Agreement do not include bank fees, transfer fees, taxes, duties or similar fees.
If AgeGO does not receive full payment of the Fees or is required to pay (a) sales, use, property, value added, withholding or other taxes, (b) any customs or other duties, or (c) any import, warehouse or other fees, associated with the Services Agreement, such taxes, duties or fees will be billed to and paid by the Business Customer.
5.4 The Fees will be normally prepaid. If under some circumstances those were postpaid, in the event the payment of the Fees is overdue by more than 5 days, AgeGO may immediately suspend or delay the provision of Service to the Business Customer. The suspension of the Service does not, in any way, diminish the Business Customer obligation to pay any outstanding Fees or expenses under this Agreement.
All overdue payments will accrue interest of, at least, 2% per month or the maximum permitted by law; as applicable. Such interests will accrue from the due date until the amounts are fully paid.
The Business Customer shall reimburse AgeGO for all costs incurred in collecting any overdue payments and related interests, including but not limited to, attorney’s fees, legal costs, court costs, court costs and collection agency fees.
6. OBLIGATIONS OF THE PARTIES.
6.1. The Business Customer undertakes to:
6.1.1. Hold harmless AgeGO, its officers, directors and employees, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees, arising out of or in connection with any third-party claim:
1.1.i. That a third party has suffered injury, damage or loss resulting from the Business Customer’s or an End User.;
1.1.ii That the Business Customer or any End User has used the Service in a manner that violates what is established under this Agreement; or
6.1.2. Not to introduce to AgeGO and be free of any “worm”, “virus”, “malware” or other device that could impair or injure AgeGO or any other person or entity;
6.1.3. Use the Service and Widget only and exclusively for lawful purposes.
6.1.4. To comply with all rules and regulations that may apply for the execution of its own services, in the nature of the internet.
6.1.5. Treat all the information obtained from AgeGO as confidential, and in accordance with the data protection applicable regulation, applying all the warranties and safeguards needed to preserve the privacy of the End User.
6.1.6. Not to Provide, transfer or make available the Service (or any application interface made available by AgeGO) to any third party or make the Service available to any third party.
6.1.7. Not to bypass any security measure or access control mechanism of the Service.
6.1.8. Not to resell or otherwise distribute for financial consideration any information provided by AgeGO.
6.1.9. Not to engage in any activity that disrupts the Service.
Not to scrape any information or content made available by AgeGO for use in another product or service.
6.2. AgeGO undertakes to:
6.2.1. Perform the Service in a professional manner, consistent with generally accepted industry standards.
6.2.2. Grant the Business Customer with access to the aggregated data through the Widget (this is, amount of verifications, amount of accesses, incurred Fees, etc.) but never with the specific nor identifiable personal data of the End Users.
6.2.3. Provide the Business Customer with the Dashboard and Reports section of the Widget in which the Business Customer will be able to check several elements related to the Services. Including, but not limited to, the funds in his account and manage their Business Customer details, tracking of their spending based on the amount of accesses, amount of End Users attempted to verified per day and amount of End Users verified per day, etc..
7. TERMINATION; CANCELLATION.
7.1. AgeGO may, at any time and to its sole discretion, immediately terminate this Agreement with or without cause. AgeGO will make commercially reasonable efforts to notify the End User and the Business Customers via e-mail of any such termination or cancellation within a reasonable term.
7.2. If either Party does not fulfill a material obligation defined in this Agreement, the other Party has the right to terminate this Agreement with a 15 days prior notice to the breaching party y without prejudice of the right to claim the damages caused to the non-breaching Party.
8.1. Both Parties agree not to disclose the other Party’s Confidential Information without such Party’s prior written consent.
8.2. Under certain circumstances, AgeGO might be ordered by a Court or Administrative Authority to disclose information regarding the Service provided to the Business Customers; and/or End Users Data ; and/or any Information provided by the End User or the Business Customer. AgeGO will be fully entitled to disclose such information upon receiving a request for disclosure from a Court or Administrative Authority, which AgeGO reasonably deems as being competent to issue such a request.
9. INDEMNIFICATION. LIMITATION OF LIABILITY.
9.1. Indemnification. You agree to indemnify, defend and hold AgeGO, its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all; costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation as well as all other claims resulting from:
9.1.1. the granting or not of the access to the Business Customer’s website and/or services to the End User;
9.1.2. The appropriate rendering of the services by the Business Customer to the End User;
9.1.3. the breach of the agreement by the Business Customer with the End User; and/or
9.1.4. any other issue arising from the contractual relationship existing between the End User and the Business Customer.
You also agree to indemnify AgeGO for any legal fees incurred by AgeGO, acting reasonably, in investigating or enforcing its rights under this Agreement.
9.2. Limitation of Liability. Under no circumstances will AgeGO be liable to the User with respect to any subject matter of these terms and conditions under contract, tort (including negligence), strict liability or other legal or equitable theory, whether or not AgeGO has been advised of the possibility of such damage, for indirect, incidental, consequential, special or exemplary damages arising from any provision of these terms.
9.3 AgeGO is provided in an “AS IS” and “AS AVAILABLE” basis and we do not warrant or guarantee that any information, content, services or results available using AgeGO are accurate or reliable or your use of AgeGO service will be uninterrupted, secure, or free from error.
10. INTELECTUAL PROPERTY RIGHTS
10.1. Unless otherwise stated, we are the owner or licensee of all intellectual property rights in AgeGO, and in the materials published on it. Copyright laws and treaties around the world protect those works. All such rights are reserved.
10.2. Using our products or services does not give you ownership of any intellectual property rights in our products or services, or the content you access.
10.3. AgeGO and the services and content provided by AgeGO is protected by Copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights and also may have security components that protect digital information. You agree that you will not take any action to interfere with anyone’s rights in their content and you will not attempt to circumvent any mechanisms for preventing the unauthorized reproduction or distribution of content.
10.4. You may not use any of our trade names, trademarks, service marks, logos, domain names, etc.
11.1. AgeGO reserves the right to amend the provisions of this Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the Agreement as a whole being changed. The valid Agreement at any time will always be available on AgeGO’s website and Service.
12. DISPUTE RESOLUTION.
12.1. This Agreement shall be governed by and interpreted in accordance with the laws of Spain.
12.2. For any matter related to the interpretation or execution of this Agreement, the Parties expressly waive to submit to any courts which might have jurisdiction over the subject matter, and agree to submit to the sole competence and jurisdiction of the Courts of the City of Barcelona.
13. GENERAL PROVISIONS.
13.1. Force Majeure. Except for payment obligations, if either Party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such Party’s performance shall be excused and the time for performance shall be extended accordingly provided that the Party immediately takes all reasonably necessary steps to resume full performance. If such Party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other Party may terminate this Agreement upon written notice.
13.2. Severability. If any of the provisions of this Agreement is declared invalid or unenforceable by any Court or Administrative body such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions in as much as possible within the extent of relevant laws or judgment of the Court or Administrative body and taking into account the interpretation of the whole Agreement.
13.3. Survival. Sections 7 (Termination; Cancellation), 8 (Confidentiality) and 12 (Dispute Resolution) shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the Parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.
13.4. Assignment. AgeGO shall be entitled to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party if the assignee shall assume all rights and obligations under this Agreement.
13.5. Notices. All notices and other communications hereunder amongst the Parties shall be in writing and done by email with confirmation receipt.
Either Party may change its address by providing the other Party with written notice of the change in accordance with this section.
13.6. Relationship of Parties. The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other Party. Neither Party shall hold itself out as an agent of the other Party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
13.7. Waiver. No delay or failure by either Party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the Party waiving its rights. A waiver by any Party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.
13.8. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. The information, documents, Sales Order/s provided by the Business Customer to AgeGO, as requested by the latest in order to enter the Agreement, shall be also considered as part of this Agreement.
13.9. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.