General Terms and Conditions
Sqillzer provides a SAAS solution for testing online professionals, such as, but not limited to, online marketers, SEA specialists and affiliate managers. A more detailed description of the Service can be found on the Website.
Sqillzer makes the Service available to User either directly or through one of its (future) authorized Distributors or Resellers. In case Sqillzer makes the Service available through a Distributor or Reseller you must enter into an Agreement with the Distributor or Reseller respectively to be entitled to use the Service.
In these General Terms and Conditions the following words, when starting with a capital letter have the following meaning: Account: A Trial Account or a Paid Account;
Agreement: a legal Agreement between you, the User, and Sqillzer or between you, the User and an authorized Sqillzer Distributor or Reseller with regard to the access to and use of the Service. These General Terms and Conditions apply to each Agreement;
Distributor: a legal entity officially authorized by Sqillzer to distribute the Service to Users either directly or through Resellers;
Paid Account: version of the Service for which a fee is due;
Sqillzer: the party mentioned in the article; Disclaimer and Limitation of Liability;
Service: the remote placing and maintaining at the disposal of the User of the Sqillzer Online Testing Environment by Sqillzer via the Internet without providing User with and without giving User a right to use a physical data medium on which the Online Testing Environment is stored. The Online Testing Environment includes functionalities for creating tests, testing people and reporting on test results;
Reseller: a legal entity officially authorized by Sqillzer to resell the Services to Users;
Third Party: any entity or person that is not Sqillzer or User;
Trial Account: version of the Service that is free of charge;
User: the legal entity –represented by a duly authorized employee – that or an individual who enters into an Agreement to use the Services;
1. These General Terms and Conditions apply to each Agreement including offers to enter into an Agreement.
2. By creating an Account and / or by making use of the Service User declares to have carefully read these General Terms and Conditions and User agrees to the applicability of these General Terms and Conditions to the Agreement and the contents thereof. If User does not fully agree to the applicability and contents of these General Terms and Conditions, User is not authorized to access or otherwise use the Service.
3. If any provision of these General Terms and Conditions is null and void, invalid or is voided, the other provisions of these General Terms and Conditions will remain fully in effect. In this case, the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
3. Trial Account
1. Sqillzer provides the possibility to create a Trial Account. A Trial Account gives the User access to our Online Testing Environment en provides the User with one, or more when agreed with a specific User, test credit, which equals one test participant. During this period the Service can be used free of charge.
2. Trial Accounts are closed automatically upon usage of the last free test credit. In order to continue use of the Service a Paid Account (license) has to be created and your Trial period will be ended.
3. All data User enters into the Online Testing Environment and all data collected by or via the Service during the Trial Account period will be stored for a maximum of three (3) months, after this period the Account, together with all the data in that Account, will be deleted permanently. Unless User creates a Paid Account before the end of this period.
4. Paid Account
1. A Paid Account is an Account for which a fee is due. Payment of this fee is conditional for the use of the Service described in article 8 of these General Terms and Conditions.
1. With due consideration of the other provisions of these General Terms and Conditions, this article applies if User uses a Paid Account. Distributor or Reseller may agree otherwise with User.
2. A valid credit card or bank account is required for Paid Accounts.
3. The fee due for Paid Accounts are billed monthly in advance. All payment obligations are non-cancellable and all amounts paid are non-refundable. Invoices are paid by direct debit from the credit card or bank account issued by User. User is responsible for sufficient balance on issued credit card and/or bank account.
4. All prices are exclusive of turnover tax (VAT) and other government levies that have been or are later imposed. Taxes, whether in the country in which Sqillzer is located or elsewhere, imposed with respect to the transactions contemplated in the Agreement (with the exception of income taxes or other taxes imposed upon Sqillzer and measured by the gross or net income of Sqillzer) shall be the responsibility of User and if paid or required to be paid by Sqillzer, the amount thereof shall be added to and becomes part of the amounts payable by User.
5. If User consists of more than one legal entity, each of these entities are jointly and severally liable in respect of payment of the amounts due on the basis of the Agreement.
6. Sqillzer is entitled to adjust the applicable prices and rates subject to advance notice of at least three months.
7. In the event User fails to pay an invoice in time or in full, statutory interest applicable in the country in which Sqillzer is located will be due on the outstanding amount as from the date User is in default. If Sqillzer feels compelled to give instructions to a Third Party for debt collection, a sum amounting to 15% of the total sum to be collected is due and payable by User for extrajudicial costs incurred by Sqillzer for this collecting procedure. All payments by or on behalf of User are first set off against the interest due and the costs incurred and then against the principal sum. Invoices are to be paid in order of first indebtedness.
8. If User provides credit and/or debit card information to Sqillzer, User authorizes Sqillzer to charge such credit and/or debit card for all services provided, for the initial subscription term, and any renewal subscriber term(s), and any recurring fees and charges set forth therein.
6. Intellectual Property
1. Any and all intellectual property rights associated with Sqillzer and the Service, including but not limited to, software, websites, data files, hardware or other materials such as analyses, designs, documentation, reports, quotations and related (preliminary) material developed or made available to User remain exclusively vested in Sqillzer, its licensors or its suppliers. Additional intellectual property rights such as custom graphics, icons and other items, are trademarks, service marks and trade dress (the “Marks”) of Sqillzer, its affiliates or other entities that have granted Sqillzer the right and license to use such Marks, may not be used or interfered with in any manner without the express written consent of Sqillzer. Sqillzer’s intellectual property is protected by copyright, trademark, trade dress, trade secret, unfair competition and other laws in the United States, extended European Union, and other countries. User only acquires the rights to use the Service that are explicitly granted by Sqillzer.
2. Any breach by User of its obligations with respect to intellectual property rights or otherwise may constitute immediate, irreparable harm to Sqillzer for which monetary damages would be an inadequate remedy.
3. If the Service or any portion of the Service becomes, or in Sqillzer’s opinion is likely to become, the subject of a claim of infringement, Sqillzer may, at Sqillzer’s discretion: (a) procure for User the right to continue using the Service; (b) replace the Services with non-infringing software or services which do not materially impair the functionality of the Service; (c) modify Service so that it becomes non-infringing; or (d) terminate the Agreement (in case User has entered into an Agreement with a Distributor or Reseller, Sqillzer can terminate the provision of the Service and prevent User having access to and use of the Service), and upon such termination, User will immediately cease all use of the Service. Notwithstanding the foregoing, Sqillzer shall have no obligation (under this section or otherwise) with respect to any infringement claim that would not have arisen but for any use of the Service not in accordance with the Agreement and/or any use of the Service in combination with other products, equipment, software or data not supplied by Sqillzer and/or any modification of the Service by any person or entity other than Sqillzer. This subsection states the sole and exclusive remedy of User and the entire liability of Sqillzer for infringement claims and actions.
7. Right to use the Service
1. If and so far as User complies with the Agreement and these General Terms and Conditions and the applicable fees are paid, Sqillzer (or in case User enters into an Agreement with Distributor or Reseller: Distributor or Reseller respectively) grants User a limited, non-exclusive, non-transferable, non-sublicenseable, right to use the Service during the term of the Agreement for internal (business) purposes only.
2. User is not entitled to imitate, multiply, change or adapt the Service (interfaces, graphical User interfaces, look and feel, software, documentation and any and all other Sqillzer proprietary information) or to edit works of Sqillzer in any way, nor to alienate or encumber them, nor to make these works public unless such actions cannot be excluded or restricted by mandatory law.
3. Sqillzer is permitted to install technical provisions for the purpose of protecting the Service in relation to an agreed restriction on the content or (the term of) the right to use The Service. User is under no circumstances permitted to remove or circumvent such technical provisions or to have such provisions circumvented.
8. Access to the Service
1. In order to access the Service User has to log into Online Testing Environment using a login.
2. User is not entitled to create an Account in a Third Party’s name, unless this Third Party has explicitly permitted User, in writing, to do so.
3. User is responsible for maintaining the confidentiality of its Account login information and is fully responsible for all activities that occur under his Account. User agrees to immediately notify Sqillzer of any unauthorized use, or suspected unauthorized use of User’s Account or any other breach of security. Sqillzer will not be liable for any loss or damage arising from User’s failure to comply with the above requirements.
4. Sqillzer is entitled to deny User access to or suspend the Service, at any time, without stating reasons and without prior explanation or notice, or to block, to restrict and/or to remove a User from the Service, either for a short or a long period of time or permanently, to remove files, data or any other material in the event User should act, to be determined at Sqillzer’s discretion, in violation of these General Terms and Conditions, any statutory provision or any other applicable regulations or if this is required for technical or security reasons, to prevent unauthorized access, loss or destruction of data, or to carry out preventive, corrective or adaptive maintenance, all of this without Sqillzer being held to any form of compensation.
9. Content provided by User
1. User guarantees that all data and information (“User Content” for the purposes of this paragraph) that User supplies to Sqillzer is both correct and complete. User represents and warrants that User will keep all information correct and complete.
2. User guarantees that the intellectual property rights to the works and data uploaded by User or otherwise made available via or in the context of the Service – including but not limited to texts, photographs, applications, video material, audio files, multi- media files and other content – are vested in User or that User has been granted the right to make the User Content public through the Service, to multiply them or make them available in any other way. User grants to Sqillzer an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, in connection with the Service or promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sub-licenses of the foregoing.
3. User indemnifies Sqillzer against any claim by a Third Party alleging that such publication or making available of User Content infringes any of that Third Party’s rights. User will hold Sqillzer harmless and will compensate all damages incurred by Sqillzer as a result of Third Party claims regarding User Content uploaded by User or User Content made available by User via or in the context of the Service.
4. Sqillzer may refuse to publish or delete any User Content for any or no reason, including, but not limited to, User Content that Sqillzer, in its sole discretion, believes to violate this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Sqillzer assumes no responsibility for monitoring Sqillzer Services for User Content or conduct that may be inappropriate. If however, Sqillzer does choose to monitor Sqillzer Services, it assumes no responsibility for User Content, no obligation to modify or remove inappropriate User Content, and no responsibility for the conduct of Users when submitting such User Content.
5. Sqillzer is not responsible for back-ups of data and files made available or generated by or for User. User acknowledges that data and files and/or copies of data can be lost as a result of a fault or malfunction or in any other way.
10. Use of the Service
1. User carries full responsibility for the use of the Service. User is responsible for the data and material (re-) distributed via the Service, the data, materials and information provided to Sqillzer and the correspondence issued in his name via or in connection with the Service.
2. User is not allowed to make material available through the Service which is, according to Sqillzer, offensive, unnecessarily hurtful, discriminating, inflammatory, or otherwise in violation of any standards of due care, of these General Terms and Conditions, of statutory provisions or other applicable legislation, including but not limited to pornographic or sexually explicit material, content that incites violence or hatred towards a group of persons, content in which personal details of minors are requested, content stimulating the performance of illegal activities or which is an illegal activity in itself and/or content which infringes intellectual property rights.
3. User is not allowed to use the Service for activities such as but not limited to (i) sending spam, (ii) uploading or linking to viruses or malicious code, (iii) bullying, intimidation and/or harassment, (iv) activities intended to disable, overburden or impair the Service.
4. User is responsible for selecting the correct resources such as computer, data- or telecommunication facilities required for the use of the Service and for ensuring that these are available in full and in a timely manner. Sqillzer shall under no circumstances be liable for losses or costs arising as a result of transmission errors, breakdowns or the non-availability of such facilities.
5. User is aware and accepts that he is solely responsible if he fails to meet his obligations under the Agreement, if he should fail to comply or properly comply with these General Terms and Conditions and/or if he should fail to comply or properly comply with any other applicable legal regulations. User agrees to indemnify Sqillzer and to hold Sqillzer harmless for any claim of whatever nature and regardless of the cause of action or theory of liability made against Sqillzer as a result of or in connection with the use of the Service by User.
11. Disclaimer and Limitation of Liability
3. The following applies in the event article 12.2 is null and void or voided: the maximum liability of Sqillzer for damages (of whatever nature and regardless of the cause of action or theory of liability) arising out of or in any way connected to this agreement shall under no circumstances exceed the amount paid by User to Sqillzer in the six (6) months prior to the moment the damages occurred.
4. The following applies to Users situated in the European Economic Area (EEA): nothing in the agreement and/or general terms and conditions shall limit or exclude Sqillzer’s liability for damages resulting from gross negligence or intentional misconduct by Sqillzer.
12. Applications and content of Third Parties
1. In the event the Service contains (links to) websites of Third Parties or applications and/or content of Third Parties, Sqillzer does not guarantee the completeness, correctness, quality, availability, lawfulness and/or reliability of these sites, applications and/or content and as such cannot be held liable towards User for the use, completeness, correctness, quality, availability, lawfulness and/or reliability of these sites, applications and/or content.
2. User is fully and solely responsible for the use User makes of the sites and/or applications referred to in paragraph 1 of this article.
3. User realizes that the content, applications and/or sites of Third Parties can (negatively) influence the availability and/or performance of the Service without this being attributable to Sqillzer.
14. Force Majeure
1. Neither of the parties to an Agreement shall be obliged to meet any obligations, including any guarantee obligation agreed between the parties, if it is prevented from doing so as a result of force majeure. Force majeure shall include but is not limited to: (i) a situation of force majeure encountered by Sqillzer’s own suppliers, (ii) failure by secondary suppliers engaged by the Sqillzer on User’s instructions to duly meet their obligations, (iii) the defectiveness of items, hardware, software or materials provided by Third Parties that Sqillzer uses, (iv) government measures, (v) electricity failure, (vi) faults affecting the internet, computer network or telecommunication facilities, (vii) war, (viii) workload, (ix) strike action, (x) general transport problems and (xi) the unavailability of one or more members of staff.
15. Term and Termination
1. An Agreement for a Trial Account is entered into for the duration of thirty (30) days and terminates by operation of law.
2. An Agreement for a Paid Account is entered into for an indefinite period of time unless User terminates the Agreement in accordance with articles 16.3 or the Agreement is terminated in accordance with article 16.4.
3. User is entitled to terminate an Agreement upon one (1) month written notice. Termination is possible via the customer Service department firstname.lastname@example.org.
4. Either of the parties shall be entitled to terminate the Agreement in part or in full, with immediate effect, in writing without a notice of default being required if the other party is granted a moratorium of payments, is declared bankrupt, has suspended its payment obligations, provisionally or otherwise, if a winding-up petition is filed in respect of the other party, if the other party’s company is wound up or terminated for reasons other than reconstruction or the merger of companies, or if there is a change in the individual or board that has decisive control over the User’s company. Sqillzer shall under no circumstances be obliged to reimburse any sums of money that have already been received or to pay any compensation in the event of such termination.
If User becomes bankrupt or is liquidated, the right to use the Service shall terminate by operation of law without Sqillzer being obliged to pay any costs or compensate for damages.
16. Consequences of termination
1. After termination of the Agreement, User will still have access to its account, but will not be able to invite particpants to take part in any of the current tests in its account or newly created tests.
2. Sqillzer is never obligated to migrate User data.
3. In the event the Agreement is terminated for cause, Parties are not held to undo any of the performances received.
4. After termination of an Agreement, all provisions that are meant to remain in effect remain in full force and effect. Such provisions include, but are not limited to, provisions with respect to intellectual property, indemnity, liability, transfer of rights, voidness, void-ability and invalidity, choice of law and forum.
17. Transfer of rights and obligations
1. User is not entitled to sell and/or transfer the rights and/or obligations arising from the Agreement to a Third Party. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
2. Sqillzer is entitled to transfer its rights to the payment of fees to a third party.
1. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) User shall not access or use Services in violation of any U.S. export embargo, prohibition or restriction.
19. Contact details
1. Sqillzer E-mail: email@example.com . Website: www.sqillzer.com
2. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party by means of a registered letter or via e-mail. Notices will be effective upon receipt or refusal of delivery.
20. Modifications, Amendments and Service Updates
1. Sqillzer reserves the right to modify the General Terms and Conditions and/or services from time to time, for example, but not limited to, to make them comply with new legislation or to reflect a modification in its business model. User’s decision to continue to visit and make use of the Service after such changes have been made constitutes User’s formal acceptance of the amended General Terms and Conditions. The latest version of the General Terms and Conditions is published on the Website and therefore, Sqillzer asks that User check and review this Agreement for such changes on an occasional basis. Should User not agree to any provision of this Agreement or any changes Sqillzer makes to this Agreement, Sqillzer asks and advises that User does not use or continue to access the Service immediately.
2. Sqillzer may, in its sole discretion, provide User with updates of the Service and software used to provide the Service. In the event of an update, Sqillzer shall inform Users on the Sqillzer website. Updates (if any) will be deemed to be part of the Services under this Agreement. Sqillzer is not obligated to provide any updates to the Service.
3. Sqillzer is allowed to make adjustments to the content or scope of the Service. Sqillzer may continue to provide the Service using a new or amended version of the Online Testing Environment. Sqillzer shall not be obliged to maintain, change or add certain features or functionalities of the Service or the software specifically for the User.
21. Choice of law and forum
1. Who Sqillzer is contracting with under this Agreement, who Sqillzer should direct notices to under this Agreement and what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, depends on where User is domiciled.
2. If User is domiciled in the United States of America, Central America, South America, or the Caribbean, the following applies. To the fullest extent permitted by law, User and Sqillzer hereby expressly agree that this Agreement shall be construed in accordance with the laws of the state of New York and that any proceedings arising out of or relating to User’s use of the Service and this Agreement shall be instituted before a court of competent jurisdiction in the state of New York.
3. If User is domiciled in the EEA or elsewhere in the world this Agreement is entered into with Sqillzer BV, a legal entity under Dutch law with its registered office at Capelle aan de IJssel, Schinkelse Baan 19 (2908 LE), registered by the Dutch Chamber of Commerce under number 60400684 and shall be governed by and construed solely and exclusively in accordance with the laws of the Netherlands, without giving effect to any law that would result in the application of the law of another jurisdiction. Applicability of the Convention on Contracts for the International Sale of Goods 1980 is excluded. Any dispute arising out of or in connection with the Agreement that cannot be amicably settled by the parties through negotiations within three (3) months after notification in writing by any of the parties, shall be referred to the competent court in Amsterdam. Notwithstanding the foregoing, any party may seek immediate injunctive or other interim relief from any court of competent jurisdiction with respect to any matter for which monetary damages would not adequately protect such party’s interests.
Effective as of January 21, 2015.