TERMS OF SERVICE

Last revision published on: 03 November 2024.

1. INTRODUCTION

These Terms of Service (electronically published, that can be viewed by accessing the following link https://goyappa.com/legal/terms-of-service) together with all other documents referred to (hereinafter referred to as the "Agreement"), constitutes a legally binding agreement made between the You as Visitor or User (as defined below) and Coffee Tap Studio S.R.L. regarding the access and use of the (a) Yappa Public Website https://goyappa.com, as well as any other website, webpage or social media page related, linked or otherwise connected thereto (hereinafter collectively referred to as the "Public Site"); (b) Yappa Private Website https://app.goyappa.com (hereinafter referred to as "Private Site"), (c) user Account (as defined below) created on the Site; (d) Digital Services (as defined below) provided to the User on the Private Site; as well as (e) any other services, features, or information made available to the User.

1.1. Who we are. Contact details.

Coffee Tap Studio S.R.L. (hereinafter referred to as the "Company" or "we", "us", "our") is a company established and operating in accordance with the laws of Romania with its registered office in 8 Finlanda Street, 2nd floor, apt. 3, 1st District, Bucharest, Romania, registered with the Romanian Trade Registry under no. J40/5352/2024, having sole registration code 49753478.

Besides the official name, the Company uses and can also be found under the brand name "Yappa" and on social media at the following links: Instagram (https://www.instagram.com/go.yappa/) and LinkedIn (https://www.linkedin.com/company/go-yappa). The Company interacts with Visitors and Users through its Public Site and Private Site in its capacity of digital services provider. For clarity purposes, the Company provides certain Digital Services to the Users who purchase a subscription directly from us. However, all payment transactions for these subscriptions, including billing details, are processed, and stored by a third-party payment processor, Stripe. For further details on this matter please see Art. 3.1. below.

In case you need to get in contact with a representative of the Company for other purposes than technical support (such as requests for a personalised subscription plan, suggestions, reports, complaints), you can send a message using the following e-mail address [email protected]. For further details on how to access the form please see Art. 4.1. below.

1.2. Acceptance of Agreement

Visiting the Public Site, creating an account, accessing the Private Site, and using the Digital Services means that you have read, understood, and fully and unconditionally agreed to be bound by this Agreement. Therefore, we recommend that you carefully read this Agreement before accessing the Site, as it affects your rights and liabilities under the law.

If you do not agree at any time, even partially, to be bound by the terms of this Agreement, you are EXPRESSLY PROHIBITED from using either the Public Site or Private Site and the Digital Services and you have the obligation to discontinue use immediately by closing your Account. In such case, should you continue using the Site, please be advised that the Company cannot and will not be held liable for any loss or damage howsoever caused using the Site.

For further details regarding the amending and supplementing of these Terms of Services please see Art. 12.3 below.

1.3. Definitions

When used in these Terms of Service, the following terms shall have the following meaning:

• "Agreement" — the contract between the Company and the User, comprising the Terms of Service, the Privacy Policy, the Cookies Policy, and such other document, policy or terms concerning the use of the Site and the Digital Services as the Parties may agree to;
• "Account" – the personal profile created by a User on the Site whose purpose is to allow its holder to access, manage, and use the Services;
• "Active Account" - any User Account that provides access to the Digital Services is considered active until the User or the Company terminates it, subject to this Agreement.
• "Confidential information" – means the Trade Secret and any data or information relating to the Company, whether written or in any other tangible/intangible form, or, regardless of whether it bears the express mention "Confidential Information", which could reasonably be considered private or the intellectual property of the Company and are not generally known to the public or easily accessible to persons in the respective field of activity, have commercial value by being secret and have been the subject of reasonable measures, in the given circumstances, taken by the person legally in control of the information in question to be kept secret and on which disclosure could reasonably be expected to produce damage to the Company;
• "Data" – any information provided by the User to the Site, either directly or through third-party accounts or services linked by the User to the Site, which includes, but is not limited to, the User's email address, Account name/ credentials required for accessing the Site, and any other information necessary for the User to properly use the Digital Services (such as events, dates, descriptions, and additional email addresses or any other third-party information);
• "Data Protection Legislation" – all applicable privacy and data protection laws and regulations, including without limitation: (i) EU Directive 2002/58/EC (as amended, superseded or replaced) and any applicable national implementations of them; (ii) the General Data Protection Regulation (EU 2016/679) – "GDPR" – and any national implementing laws, regulations, secondary legislation or mandatory decisions issued by a supervisory authority, in each case, as may be amended and / or updated from time to time;
• "Digital Content" - data which is produced and supplied in digital form;
• "Digital Services"- any services that the Company provides to the Users through the Site without any cost (during the free trial period) or for a Subscription fee (including but not limited to any and all software and its Features or other developed computer programs as the Company makes available in conjunction therewith including such patches, updates, upgrades, other modifications and replacements thereof as the Company may from time to time provide);
• "Digital Services Act" - Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on a Single Market for Digital Services and amending Directive 2000/31/EC;
• "Feature" — a component, property, or an aspect of the Digital Services;
• "Notice" –any notice, request or any other document required or permitted to be given by a party to the other party by and in connection to the provisions of this Agreement;
• "Personal Data" - any information relating to an identified or identifiable natural person;
• "Public Site" – means the publicly accessible portion of the Company's website (Yappa) that is available to all Visitors without requiring registration and login, and may contain general information, promotional content, or other publicly available resources.
• "Private Site" - means the restricted portion of the Company's website (Yappa) that is accessible only to registered Users and provides access to the Digital Services and to any other content reserved for Users.
• "the Site" – means, depending on the context, either (i) the Private Site; (ii) the Public Site, or (iii) the above items collectively or separately.
• "Renewal Date" –the calendar day on which your Subscription to the Digital Services is automatically renewed for the subsequent subscription period, whether monthly or annually, depending on the type of Subscription selected.
• "Payment Processor" – the authorized third party service provider that handles and processes for the Company all payment transactions, including billing details related to Subscriptions for the Digital Services.
• "Seller" – the authorized merchant of record and reseller of the Digital Services on behalf of the Company. This means that, while the Digital Services are licensed to the User by the Company, the purchase transaction is conducted through the Seller, utilizing its services as the intermediary for the sale.
• "Services" – means collectively: (i) the Digital Services, (ii) any and all Features and other resources or benefits for use in conjunction with the Digital Services, and (iii) the technical support services concerning the foregoing, provided by the Company;
• "Subscription" – a recurring payment plan in which a User agrees to pay a predetermined amount at regular intervals to the Company that allows the User to create an Account on and to use the Site and the Services provided by the Company;
• "Trade Secret" –the Digital Services, technical specifications, instructions, and any other information necessary for the proper functioning of digital services with inherent economic value, disclosed to the User by the Company for use in accordance with the purpose for which they were intended;
• "User" – any person who created an Account, whether for his own professional interest or on behalf of a legal entity and has access to the Digital Services (including during the free trial period);
• "Visitor" –any person who accesses the Site, whether personally or on behalf of a legal entity.

1.4. Interpretation

For the purpose of the Agreement, unless otherwise expressly provided, the following rules of interpretation shall apply:

(a) The terms defined above shall have the meaning given to them in this Agreement and shall include both the plural and the singular, and the use of a gender shall include all other genders, except for the express stipulation to the contrary in this Agreement;

(b) The titles used in this Agreement are as a reference and are not intended to describe, interpret, define, or limit the object or the content of the Agreement or any provisions of this Agreement;

(c) Any reference to an "article" or "clause" of this Agreement, shall include all paragraphs of that article or clause, except as otherwise expressly stated;

(d) The clauses and expressions used in this Agreement shall be interpreted in relation to the entire Agreement, as well as its purpose and cause;

(e) The term "day" and/or "days" and any other direct/indirect reference to days refers to business days in the absence of express contrary provision in this Agreement;

2. THE SITE & DIGITAL SERVICES

2.1. General Information

The Site is a digital platform that can be used by any Visitor interested in finding out about the Digital Services marketed by the Company or any User interested in using such services.

As stated above, the Site provides to the User several Digital Services designed to enhance business productivity and streamline operational workflows and include, but are not limited to, the following:

i. Calendar Synchronization. Ensures that Users can efficiently coordinate meetings, deadlines, and other time-sensitive tasks within their business environment.

ii. Time Tracking: Helps optimize resource allocation, billing accuracy, and overall productivity in business operations.

The Company might also make available to the Users optional add-ons with the purpose of augmenting the functionalities of the Digital Services and enhance user experience.

These Digital Services and their Features are designed to support Users in managing their time effectively, improving collaboration, and ensuring that business activities are executed smoothly. These Digital Services may be updated, enhanced, or expanded as part of the Company’s commitment to providing high-quality, reliable tools for business purposes.

2.2. Scope. Special categories of Users

The Site and the Digital Services have been developed to support and are intended to be used by professionals (whether as representatives of legal entities or individuals) in their activity as a productivity workplace tool for the purpose of facilitating management of clients and projects carried out simultaneously. Furthermore, the Digital Services provided by the Company are only intended for Users who are of legal age (meaning 18 or over).

Therefore, by creating an Account the User confirms that he (a) is of legal age; (b) legally capable; (c) intends to use such Account (including the Digital Services) for business purposes; (d) will not use the Site or the Services for any illegal or unauthorised purpose nor by using the aforementioned items violate any applicable law or regulation through using the Site and the Services; (e) agrees to the form of communication (e.g. e-mail, phone) used by the Company in conducting its business; and if the case may be (e) has the corporate authority and power to validly bind the legal entity (in whose name or on behalf of has created the Account) by the Agreement.

Should a User wish to use any of the Digital Services for a purpose unrelated to his trade, business, or profession he must immediately notify the Company that he wishes to use the Services as a consumer through the contact form available on the Site, specifying the reason as "Consumer Notice". In the event of such a Notice from the User, the Company shall inform him of the relevant Agreement (including his rights as a consumer) and shall request a consent for further use of the Services. In such cases, the Company reserves the right to make changes to the Services to the extent that it is permitted and expressly required by and to comply to the applicable laws and regulations.

If the User fails to provide such Notice or consent, he will (in relation to the Company and the use of the Services provided), to the maximum extent permitted by law, be deemed to have (a) waived the right to be considered a consumer; (b) forfeited any and all consumer rights that might be conferred by the law (including, if applicable, the right to withdraw from the Agreement), and (c) acknowledged and agreed that the relations between him and the Company will not be regulated by any law concerning the consumer or any and all relevant rights.

2.3. Data Handling & Retention

All financial and billing information will be provided directly by the User to the Payment Processor and will be securely processed and exclusively stored by the Payment Processor in accordance with its Terms and Conditions and Privacy Policy. The Company can access the information provided by Users to the Payment Processor for the purpose of generating invoices related to the Digital Services. However, the Company does not have access to sensitive payment information, such as credit card numbers or other financial details used to complete the payment transaction. Similarly, authentication is managed by a separate third-party provider, and the Company does not access or store this information.

In general, the Company will retain User’s Data for as long as the Account remains Active and is associated with an active Subscription. If on an Account there is no active Subscription or User activity (e.g., the User does not log into the Account), any associated Data shall be retained for a minimum period of 90 days. The Company reserves the right, at its sole discretion, to delete all associated Data after the expiration of this 90-day period. Furthermore, if an Account does not have an active Subscription or User activity for a continuous period of 6 months, the Company reserves the right, at its sole discretion, to terminate the Account, subject to providing the User with prior notice via email.

Upon termination of the Account, whether initiated by the User or by the Company, User Data shall be retained for an additional period of 90 days in accordance with the purposes set forth in this Agreement. After the expiration of this 90-day period, the Company reserves the right to permanently delete all associated Data. This retention periods allows for the possibility of Subscription renewal and ensures compliance with any applicable legal obligations.

In some cases, we retain Data for longer, if doing so is necessary to comply with our legal obligations, resolve disputes or is otherwise permitted or required by applicable law, rule, or regulation. All Personal Data will be managed in accordance with the Data Protection Legislation and the Company’s Privacy Policy (https://goyappa.com/legal/privacy-policy).

By creating an Account on the Site, the Users expressly acknowledge and agree that their Data (any and all Data with the exception of any Personal Data) be used for the purposes of providing new Features, improving existing Features, and improving overall service quality. The Company will ensure that any third-party service used adheres to reasonable standards of data protection and privacy.

3. PAYMENT TERMS

3.1. Payment Processor

All payments made on the Site are processed through the Company’s authorized Payment Processor, which is responsible for securely managing payment information, processing payments, and facilitating transactions between Users and the Company. By using the Site and the Digital Services, Users acknowledge and agree that the Payment Processor, and not the Company, manages all financial transactions and billing information, including authorization, and processing.

Furthermore, the Users acknowledge that their payment details are subject to the Payment Processor's Privacy Policy and Terms of Service, and that the Company is not liable for any issues arising from the payment processing. The Company does not store, process, or manage payment information directly.

3.2. Subscription. Add-on Fees.

Access to the Digital Services offered by the Company on the Site is provided in consideration of a Subscription fee payable to the Company, either on a monthly or annual basis depending on the type of Subscription the User chooses.

The User also has the option to select and use different add-ons for the Digital Services, that provide different functionalities, depending on the User’s needs and preferences. Each add-on is subject to an additional fee, which will be billed in accordance with the same payment terms and billing cycle as the User’s subscription. Such fees will be charged concurrently with the Subscription fee and will recur on the same billing cycle as the existing Subscription. All terms applicable to the Subscription shall also be applicable to the add-on’s fees, unless otherwise expressly provided in this Agreement.

Prices for the Subscription plans as well as for the add-ons are listed on the Site in euro and do not include VAT or any other local taxes. The final amount to be charged for the Subscription and / or add-ons (a) depends on the billing details provided by the User, (b) might include VAT and/or local taxes, as required by the applicable law of that region and (c) will be listed on the Payment Processor’s page prior to authorisation of the transaction. For the processing of payments, no additional charges of fees will be charged.

For further details on the Subscriptions and add-on fees available please see the following link https://goyappa.com/#pricing.

3.3. Automatic Renewal

Unless otherwise cancelled by the User in accordance with the terms of this Agreement, the Subscription will automatically renew at the end of each subscription period (monthly or annually, as applicable) for successive periods of the same length. The Renewal Date occurs on the same day of the month as the original Subscription start date, unless otherwise specified in your Account settings or communicated by the Company. Payment for the renewal period will be processed on the Renewal Date using the payment method on file, and the applicable subscription fee will be charged by the Payment Processor at the then-current rate.

3.4. Free trial

The Company offers a complimentary two-week trial period (fourteen calendar days) for new Users. Upon the expiration of this trial period, the selected Subscription will commence, and the applicable fee will be charged automatically by the Payment Processor on the Users’ credit card/other method of payment unless the User cancels the Subscription prior to the conclusion of the trial period.

3.5. Payment Processing &Billing

All payments regarding the Subscription, including any applicable taxes according to the tax jurisdiction in which the transaction is taken place, are processed by the Payment Processor. For all details related to payment methods please refer to the Payment Processor’s Terms and Conditions. Any issues related to payment transactions, including invoicing, non-payment issues and completion errors (regarding the payment information requested by the Payment Processor) must be addressed directly with the Company.

The User acknowledges and agrees (1) that the Company provides access to and facilitates the use of the Digital Services subject to a valid Subscription plan but (a) does not handle, control or manage any payment processing or invoicing; (b) is not responsible for any issues or errors that may arise from the Payment Processor’s systems or procedures; and (2) that by purchasing a Subscription through the Site (a) will be bound by the Payment Processor's terms and conditions regarding payment processing and related matters; and (b) is fully and solely responsible for the accuracy of the information provided to the Payment Processor and for promptly updating such information. Therefore, the Company strongly recommends all Users to review the Terms and Conditions and Privacy Policy of the Payment Processor prior to authorizing any Subscription transaction.

As stated above, Billing is also handled by the Payment Processor. By subscribing to our Digital Services, the User (a) agrees to the billing terms set forth by both the Company and the Payment Processor and (b) authorizes the Payment Processor to charge the chosen payment method through the Payment Processor for the fees associated with the Subscription plan/add-ons, including any and all applicable taxes (such as VAT or local taxes).

All charges for the Subscription plans and add-ons will be made and billed by the Payment Processor on the Renewal Date, according to the payment schedule specified at the time of purchase and outlined in art. 3.2-3.3. of this Agreement. The billing schedule can also be viewed in the User Account.

Upon successful payment confirmation, invoices can be downloaded by the Users directly from the Payment Processor’s website. Legal entities registered in Romania will also receive a copy of the invoice through the Romanian fiscal authority's electronic invoicing system (e-Factura), as required by local regulations. This ensures compliance with the invoicing standards and tax obligations applicable to Romanian entities.

In the event of a failed recurring payment due to insufficient funds or any other reason, the collection will be automatically re-tried for 7 (seven) days. Failure to resolve outstanding payments within the specified deadline will result in the cancellation of the Subscription plan. For further details in this regard, please see art. 3.9. below.

3.6. Waiver of right of withdrawal.

By subscribing to our Digital Services and completing the payment process after the free trial period, the User expressly acknowledges and agrees that he forfeits any right of withdrawal. As the Users are not classified as consumers, the statutory withdrawal rights typically afforded to consumers do not apply to the use of the Digital Services available on the Site, except as expressly provided in art 2.2. of this Agreement. Furthermore, the User acknowledges and accepts that it is the Company’s policy not to accept withdrawals or provide refunds once the Subscription fee has been processed. This policy is in place because access to the Digital Services is granted immediately upon payment. For more information on this matter, please refer to art. 3.7 below.

3.7. Refund Policy & Disputes

Normally, the Company does not provide refunds for Subscription fees once payment has been processed. This is because access to the Digital Services is granted immediately upon payment. By subscribing to the Digital Services, Users acknowledge and agree that all payments are final and non-refundable, regardless of usage or cancellation of the Subscription, subject to any exceptions that might apply in accordance with the provisions of this Agreement.

However, the Company reserves the right to review and consider refund requests on a case-by-case basis, at its sole discretion. Users interested in requesting a refund must contact the Company directly with their specific request and reason for the refund. Any refund issued in exceptional circumstances shall not constitute a waiver of this policy or establish a precedent for future requests.

In the event of a dispute related to any charges, refunds may be issued at the sole discretion of the Company. Any disputes regarding charges should be promptly raised directly with the Company via e-mail. The Company will review such request and inform the User of its decision within 14 days. If a refund is approved by the Company, the refund will be processed in accordance with its timelines and methods, which may vary depending on the payment method used for the original transaction. Such refund is limited to the value of the billing cycle for which the payment was made, and previous payments are non-refundable. All approved refunds are final, and no additional claims for the billing cycle will be entertained once a refund has been processed. If the Company does not approve the refund, Users have the right to initiate a formal refund request to their bank. For clarity purposes, failure to contact the Company and formally request a refund prior to contacting the User’s bank may result in the immediate rejection of any such refund request by the bank.

In cases of suspected fraud (meaning an Account was created fraudulently and that the payment details used to process the Subscription were illegally obtained), the User must contact the Company immediately. Should the Company, at its sole discretion and subject to this Agreement, decide to issue a refund, such refund will only cover the Subscription fee and will be processed as soon as reasonably practicable. For clarity purposes, the Company's decision to issue a refund does not create any other obligation or liability for the Company, and the Company shall not be responsible for any losses or damages incurred as a result of the fraudulent activity.

3.8. Pricing Changes

The Company will notify the User in advance of any changes to the subscription fees that will apply to the renewal of the Subscription. In the event of: (a) an increase in the Subscription fee, the Company will send all Users a notice via e-mail 60 days prior to implementing such change; (b) a decrease in the Subscription fee, the Company will send all Users a notice via -email and the change in price shall apply immediately after receival of the notice.

Any such changes will also be updated by the Company and reflected on the page listing the various Subscription options. It is the User's responsibility to regularly review the applicable fees. Should the User not agree to such changes, the User must provide notice of their intent not to renew the Subscription directly to the Company. Failure by the User to provide such notice will result in the Payment Processor charging the User’s payment information on file in accordance with the updated Subscription fees.

3.9. Cancellation for Non-Payment

If, within the designated timeframe mentioned in art. 3.5. above, the Payment Processor is unable to successfully process the payment, the Subscription will be canceled, and all Referral Benefits or discounts offered to the Users will be invalid. Upon cancellation, the Company will permanently block the User's access to the Digital Services. The Company shall not be liable for any losses or damages incurred by the User as a result of the cancellation of access due to non-payment. It is the User’s responsibility to ensure that payment information is accurate and up to date to avoid any disruption to the Digital Services.

In such cases, using the Digital Services will be subject to creating a new Account and all outstanding balances, including any overdue fees, must be fully paid.

Any outstanding balance due upon cancellation remains payable. Failure to settle outstanding debt may lead to additional collections procedures and the assessment of late fees or penalties, as applicable by law. The User will be responsible for all fees, expenses, and legal costs associated with the collection of unpaid amounts.

3.10. Referral Benefits

The Company provides, from time to time, a Referral Program that is available to all Users that have a valid Subscription. The Referral Program allows an existing User (the "Referring User") to refer potential new Users (the "Referred Users") to the Digital Services by sharing a unique referral link, which is available in the User's Account under the "Referral Program" section.

For the Referring User to qualify for the Referral Program benefits, the Referred User must: (a) create an Account on the Site using the unique referral link provided by the Referring User; (b) accept the Agreement and any and all applicable terms and conditions of any third party (such as the Payment Processors); and (c) successfully complete payment for a Subscription, whether on a monthly or annual basis.

When all conditions mentioned above are met, the Referring User will receive a benefit under the Referral Program which consists of a one-month extension to the Referring User’s current Subscription. The benefit will be reflected in the User’s Account within 14 days after the conditions have been met and shall be effectively applied at the end of his existing Subscription period. The Referring User may earn Referral Program benefits for up to six (6) Referred Users (meaning a six-month extension of the Subscription period) during an 18-month period, regardless of the total number of referrals made.

Referral Program benefits hold no cash or monetary value, are non-transferable, and may only be applied towards extending the Referring User’s Subscription to the Digital Services as outlined in this article 3.9.

The Company reserves the right, in its sole discretion, to modify, suspend, or terminate the Referral Program at any time, with or without prior notice. Any Referral Program benefits earned by the Referring User prior to such modification, suspension, or termination shall remain valid and be honoured in accordance with these terms, subject to the limitations stated herein.

4. ACCESS TO THE SERVICES

4.1. Using the Digital Services

To access and use the Private Site, the User must first create an Account. The User will be required to give consent to this Terms of Service and the Privacy Policy (related to data processing). After creating the Account, in order to gain access to and use the Digital Services he must choose a Subscription and, if applicable, the add-ons, as detailed on the Private Site.

Once the above steps are completed, the Digital Services provided by the Company in accordance with the User’s Subscription will be made available for use. For detailed guidance on how to create the Account, choose a Subscription and use the Digital Services as well as request help, you can refer to the documentation available on our Site (https://docs.goyappa.com).

4.2. Technical Support

If any User needs additional help or encounters any issues while using the Account or the Digital Services (including incorrect information provided when creating the Account), he can access this page (https://docs.goyappa.com) for additional information. In case the information is not found to be helpful for solving the issue, the User can send an e-mail specifying the reason as "Technical support" or open a support ticket. A team is available to assist with any questions or concerns regarding the use of the Digital Services. The Company aims to respond to support requests within 24 business hours and endeavours to resolve any errors and defects within reasonable time but makes no commitment as to how quickly support will be provided or such matters will be resolved.

The Company reserves the right to modify or discontinue technical support services at any time. Any changes to the technical support services, including updates to support hours, methods of contact, or the scope of services provided, will be reflected on the Site (by posting the revised Agreement) and the Company may also, at its discretion, notify the Users via e-mail or through a pop-up notice when accessing the Account. Users are encouraged to regularly review the relevant sections for the most up-to-date information. Continued use of the Services following any such changes shall constitute acceptance of the modified technical support terms.

4.3. User’s Activity. Prohibited Activities.

The User agrees (a) that the Services will not be used (i) in connection with commercial activities, except those specifically approved by the Company; or (ii) for other purposes than those expressly authorized or approved by the Company; and (b) to use the Account and Services (i) in full compliance with all applicable laws and regulations; and (ii) exclusively for lawful purposes.

The User is fully responsible for maintaining the confidentiality of their Account credentials and for all activities carried out through their Account, including any data processing or actions taken via the Account. The User must promptly inform the Company of any security breach or unauthorized use of their Account. It is solely the User's responsibility to maintain the confidentiality of their usernames, passwords, access tokens, and other credentials.

The User agrees not to engage in any activity with the purpose of (a) violating any applicable laws; (b) disrupting, interfering with, or overburdening the Site's infrastructure or its functionality; (c) seeking unauthorized access to any part of the Site or related systems, misusing intellectual property or Confidential Information; (d) uploading or transmitting harmful or objectionable content (as determined by the Company); or (e) providing false, misleading, or fraudulent information or engaging in deceptive practices. Furthermore, the User expressly acknowledges that the following activities are prohibited and agrees not to:

(a) collect or extract data or other content from the Site in a systematic manner to create or compile, either directly or indirectly, a collection, compilation, database, or directory without prior written permission from the Company;

(b) engage in (i) any conduct that is intended to deceive, defraud, or mislead the Company or other Users, particularly with the intent to obtain sensitive information, such as account information, Trade Secrets or Confidential Information; (ii) unauthorized framing of or linking to the Site; (iii) any activity that disparages, tarnishes, or otherwise harms, in our opinion, the Company or the Site; (iv) any automated use of the Site (e.g. using scripts to send comments or messages, data mining, using robots or similar data gathering and extraction tools); (iv) any activity that might affect, in any way, the Site or the networks or Digital Services connected to the Site;

(c) bypass, disable, or otherwise interfere with the Site's security features, including those that prevent or restrict the use or copying of any content or enforce limitations on the use of the Site and/or its content.

(d) upload or transmit (or attempt to upload or transmit) (i) viruses, Trojan horses, or other harmful materials, that disrupt another User's uninterrupted use of the Site or that modify, impair, disrupt, alter, or interfere with the Site's use, features, functions, operation, or maintenance; (ii) any material that acts as a passive or active information collection or transmission mechanism (such as clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices).

(e) remove any proprietary rights notice from the Site, the Digital Services or any content provided by the Company;

(f) copy or adapt the Site’s or Digital Service’s software and decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site or the Digital Services;

(g) use the Site or any information (i) to advertise or offer to sell products or services; (ii) in a manner inconsistent with any applicable laws or regulations (e.g. to harass, abuse, harm or threaten any User of the Site, any of the Company’s employees/agents/ affiliates/representatives engaged in providing services to the User or any other person); (iii) to compete with the Company; (iv) for any profit-generating activity; (v) for the purpose of sending unsolicited e-mails, or creating User Accounts by automated means or under false pretenses;

(h) use a purchasing agent or buying agent to make purchases on the Site;

(i) sell or transfer the Account to any third party;

(j) attempt to impersonate another User or person or use the username of another User;

(k) abuse the right to request technical support or submit reports (including false reports).

Any violation of this clause may result in the suspension or termination of the User’s Account and access to the Digital Services, as well as potential legal action.

4.4. Limited access for Visitors

As a Visitor to the Site, you are granted limited access to certain public areas. However, access to the full range of Digital Services, Features, and content is reserved exclusively for Users. Visitors do not have the right to access or use any restricted areas of the platform, including but not limited to premium content, personalized services, or user-only features. To gain full access, Visitors must register for an account and comply with the relevant Subscription and payment terms as outlined in these Terms of Service.

4.5. Limited access for legal reasons

The Company expressly prohibits any misuse of the Site, respectively any action or inaction that does not comply with the rules set forth in these Terms of Service or any other policy existing on the Site, any action that is contrary to good faith in commercial or contractual relations or any action that violates current legislation or good practices or that might harm the Company us in any way. While the Company is not required to monitor or access any User Account, it may do so if deemed, at its sole discretion, to be reasonably necessary in order to provide technical support, prevent illegal or harmful activities, fulfil its contractual obligations, or comply with legal requirements.

The Company reserves the right to refuse or restrict the access of Visitors or Users to certain subsections or specific functions of the Site, including the Digital Services, if there is a reasonable suspicion that fraud or circumvention of this Agreement is attempted. Also, access will be denied or restricted whenever we have a reasonable suspicion that certain actions seek to harm our interests and the Company shall not be liable for any loss, damage or other undesirable consequences resulting from such action.

4.6. Limited access for technical reasons

The Company will use commercially reasonable efforts to provide the User with the benefit of all Features available under his Subscription. The User acknowledges that the Company has no obligation to enhance, modify or replace any part of the Site or Digital Services, or continue developing or releasing new versions thereof. However, the Company reserves the right, at its own discretion, to temporarily limit or restrict access to the Users Account or certain Digital Services provided through the Site mainly for the purpose of improving the User experience but also for technical reasons. Such limitations or restrictions may occur under the following circumstances, including but not limited to:

(a) Scheduled maintenance and system updates. The Company may perform scheduled maintenance or system updates to enhance, upgrade, or secure the Site. During such times, access to the Account or Digital Services may be temporarily unavailable.

(b) Error resolution and unforeseen technical issues. In the event of technical errors, software malfunctions, or other unforeseen issues that affect the functionality or security of the Site or Digital Services, the Company may temporarily suspend access to address and resolve such issues promptly.

(c) Deployment of new Features. The Company may introduce new Digital Services, Features, or enhancements that necessitate temporary restrictions on access while such updates are implemented and integrated into the Site.

(d) Unilateral changes to the Digital Services or Features. The Company reserves the right to modify, alter, or discontinue any existing Digital Services or features at its sole discretion. Such changes are intended to improve the user experience, enhance service quality, or provide additional functionalities. Temporary limitations on access may be required while these changes are executed and integrated into the Site.

(e) Compliance and consent requirements. The Company may limit access to certain Services if User consent is required for their continued use, in compliance with applicable legal or regulatory obligations.

Where practicable, the Company shall provide prior Notice of any such temporary limitations or restrictions, including the anticipated duration of the interruption. Notifications may be delivered via email, pop-up notice (appearing when accessing the Account), or posted announcements. The Company endeavours to minimize any inconvenience caused by such interruptions and appreciates your understanding and cooperation during such periods.

4.7. Suspended access due to non-payment

The Company, if informed by the Payment Processor of a failure to pay the Subscription fee, shall have the right to suspend the User's access to the Digital Services provided under the Subscription. In such case, the User will be notified accordingly by the Company through e-mail or a pop-up notice that will appear when accessing the Account. Such suspension will remain in effect until the Payment Processor confirms that the outstanding payment has been received in full. The Company is not liable for any loss of data or interruption of the Digital Services resulting from such suspension or restriction due to non-payment.

4.8. Termination of the Account

A User may directly terminate their Account at any time. The Company reserves the right, at its sole discretion, to permanently terminate a User's Account if it is reasonably believed that the User has (a) violated the Agreement, (b) engaged in illegal or harmful activities, (c) attempted to circumvent the terms of this Agreement, or (d) made a request for indemnification (in accordance with the terms set out in Art. 3.7., 5.2). The User will be notified of such decision prior to closing the Account.

Following the termination of an Account, whether initiated by the User or the Company, the User will forfeit access to their Account and any associated data or content obtained by using the Digital Services. The Company will not be liable for any loss or damage resulting from the termination, including but not limited to loss of data or interruption of Services. Any obligations or liabilities incurred prior to the termination will remain enforceable.

5. DISCLAIMERS. LIMITATION OF LIABILITY.

5.1. Disclaimer of Warranties

The Company disclaims all warranties, express, implied, or statutory regarding the Site and the Digital Services to the full extent permitted by law. The Company does not warrant that (a) the Site will be uninterrupted, timely, error-free or that any defects will be corrected: (b) the content on the Site is accurate, reliable, or correct; (c) the Digital Services will meet your requirements or expectations; (d) the Site will be secure, or free of viruses or other harmful components (which shall be considered events of Force Majeure), and the Company disclaims any liability relating thereto.

The User acknowledges and agrees that: (a) the Site and all Digital Services, including anything offered or delivered as a part of, in conjunction with, or by means of any Feature, content, and materials provided through it are offered on an "as is" and "as available" basis, without any warranties of any kind, either express or implied; (b) the Digital Services may have certain bugs and vulnerabilities and can suffer interruptions and be occasionally unavailable; (c) that any reliance on the Site, its content or the Digital Services is at their own risk, and the Company shall not be liable for any errors, omissions, or inaccuracies in the information provided or for any harm or damages arising from the use of the Site or the Digital Services, including any harm to the User's computer system, loss of data, or other damages resulting from such downloads.

The Site may provide links, resources or services, references, or access to third-party websites, (including but not limited to articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties) and the latter may provide the same with respect to the Site or the Digital Services. The User acknowledges and agrees that the Company is not responsible for the existence or qualities (including the availability, reliability, and security) of such external sites, resources, or services, does not endorse them and shall not be liable for any loss, damage, expenses, or other undesirable consequences attributable thereto.

5.2. Limitation of liability

The Account and Digital Services shall be used solely for individual, professional purposes, either on the User’s own behalf or on behalf of a company for which the User has power of representation. The User acknowledges and agrees that (a) the Digital Services will not be used for personal purposes, (b) the User will not qualify as a consumer, and (c) consumer protection laws do not apply to the relationship between the User and the Company. The Company assumes no liability to the User for any losses, including but not limited to lost opportunities, unrealized profits (direct or indirect), damage to reputation, business interruptions, or loss of business opportunities.

The Company shall not be liable to the User or to a third party for any loss of profits, benefits, chances, opportunities, or data, including third-party data provided by the User, or for any direct or consequential losses. The Company is not responsible for any damages suffered by the User as a result of decisions made based on messages promoted by partners, actions taken in reliance on information found on the Site, changes to the Digital Services, or interruptions (whether total or partial) of access to the Digital Services or specific Features. Additionally, the Company will not be liable for any inability of the Users to maintain the security and confidentiality of log-in information, including usernames, passwords, or other credentials.

To the maximum extent permitted by law, neither the Company nor its affiliates, directors, employees, subcontractors, or affiliates will be liable for any indirect, incidental, special, consequential, or punitive damages, including, but not limited to, losses such as profit, data, use, goodwill, or other intangible damages resulting from: (a) access to or use of the Digital Services; (b) inability to access or use the Digital Services; (c) actions, content or services provided by third parties or illegal conduct of other Users; (d) content obtained through the Digital Services, (e) unauthorized access to, misuse of, or changes to the User’s content.

Under no circumstances shall the Company be liable for any loss of data or content, lost profits, business interruption, or any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to the Digital Services provided by the Company, even if the User has been advised of the possibility of such damages, and without affecting the essential purpose of any limited remedy.

The Company’s liability is limited whether or not the User’s have been informed of the possibility of such damages, and even if a remedy described in this Agreement is found to have failed of its essential purpose. The Company shall not be liable for any failure or delay due to matters beyond its reasonable control.

In all circumstances, the maximum liability of the Company, including its administrators, directors, employees, subcontractors, and affiliates, to the User for any damages, regardless of the cause or form of action—whether contractual, tortious, or otherwise—shall be limited to the amount actually paid, if any, by the User to the Company for the Digital Services for the remaining value of the Subscription period prior to receiving the request for indemnification.

The above limitations of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.

5.3. Force Majeure

The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms of Service, where such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, war, terrorism, labor disputes, strikes, supply shortages, epidemics or pandemics, network or internet failures, power outages, or any other unforeseen events or circumstances that prevent the Company from fulfilling its obligations. In the event of a Force Majeure occurrence, the Company shall be entitled to suspend its obligations under this Agreement for the duration of the event, but shall (a) give timely written notice to the Users, and (b) use due diligence to mitigate the situation.

6. INTELLECTUAL PROPERTY

All Digital Services, content, and materials provided by the Company, including but not limited to software, text, graphics, images, videos, and other media ("Content"), are the exclusive property of the Company and are protected by applicable intellectual property laws. Users acknowledge and agree that they do not acquire any ownership rights in such Content through their use of the Site or the Digital Services.

Subject to compliance with these terms, Users are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Content solely for personal, non-commercial purposes. This license does not include the right to modify, reproduce, distribute, transmit, display, or create derivative works from the Content without prior written consent from the Company.

Any feedback, suggestions, or other input provided by Users regarding the Site, or its Content shall be considered non-confidential. Such information shall become the property of the Company and shall have the right to use, modify, and exploit such feedback without any obligation to Users.

This clause shall survive the termination of the User's access to the Account or Digital Services and remain in effect for as long as the intellectual property rights are in force.

7. CONFIDENTIALTY

Users acknowledge that while using the Site or the Services, they may have access to or receive Confidential Information, (including but not limited to proprietary data, Trade Secrets, and other sensitive materials). With respect to such Confidential Information the User acknowledges and agrees to:

(l) maintain the confidentiality of the Confidential Information and refrain from disclosing, sharing, or otherwise disseminating any Confidential Information to any third party without prior written consent from the Company, except as required by the applicable law;

(m) use the Confidential Information solely for the purpose for which it was disclosed and not for any other purpose, including for their own benefit or the benefit of any third party;

(n) take all reasonable steps to protect the Confidential Information from unauthorized access, use, or disclosure, which shall include, but not be limited to, implementing appropriate security measures, and safeguarding the Confidential Information with at least the same degree of care that they use to protect their own confidential information;

(o) to destroy, upon request by the Company or upon termination of their use of the Services or Account, all materials containing Confidential Information;

(p) promptly notify the Company of any unauthorized access to or use of the Confidential Information and take all reasonable steps to remedy the breach and prevent further unauthorized access or use.

The obligations set forth herein shall not apply to information that: (a) was known to the User prior to disclosure by the Company; (b) is or becomes publicly available through no fault of the User; (c) is independently developed by the User without use of or reference to the Confidential Information; or (d) is disclosed pursuant to a legal obligation or valid court order, provided that the User gives the Company prompt notice of such obligation and cooperates in any attempt to seek a protective order or other remedy.

The obligation of confidentiality set forth in this clause shall survive the termination of the User's access to the Account or Digital Services and remains in effect as long as the Confidential Information remains confidential.

8. USE OF NAME & INFORMATION

The User agrees that he has no right to use the name of the Company or the Site, nor disclose any information about the contents of the Digital Services, for publicity, marketing purposes or any other reason, without the prior express written consent of the Company.

The information provided on the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would violate applicable law or regulation, or would subject the Company to any registration or regulatory requirements within such jurisdiction or country. Individuals who choose to access the Site from locations outside the intended jurisdiction do so at their own initiative and assume full responsibility for ensuring compliance with applicable local laws to the extent those laws apply.

9. NOTICES

9.1. Purpose

The Company may send, from time to time, notices and communications related to the Services mainly for the purpose of improving Features and enhancing the User experience. These communications may refer to (a) new Features, updates, or modifications to the Digital Services; (b) feedback requests; (c) notifications for media purposes, commercial reasons, or marketing initiatives; (d) alerts related to limited access or changes in service availability; (e) notices about data sharing practices aimed at improving the Digital Services and features; (f) announcements concerning the introduction of new Digital Services. The notices shall be deemed to have been received the same day if given through the Account, or the next day if given by e-mail.

9.2. Consent

By accessing the Account and using the Digital Services provided by the Company, the User consents to receiving notices and communications from the Company via email or notifications through the Account.

9.3. Withdrawal of Consent

Users can manage their preferences for receiving communications through their account settings or, where applicable, directly from the email (an unsubscribe link will be available in the content of such email). Users may withdraw their consent to receive such Notices at any time by following the opt-out instructions provided in the notifications or by contacting the support team. Please be aware that withdrawing consent may impact a User’s ability to receive important updates and information related to their use of the Digital Services and may lead to difficulties or limitations in using such Services.

10. ILLEGAL CONTENT

10.1. Introduction

To harmonize the digital legislative framework and create a safer digital space for users, the Digital Services Act (”DSA”) has been adopted at the European level, establishing a set of common rules directly applicable to the information society, particularly impacting online intermediaries. The DSA provides rules designed to protect the fundamental rights of Users that promote transparency, accountability, and the responsible use of digital services. These rules specifically address issues related to illegal content, products, services, and activities, including unsafe or illegal products, fraud and deception, intellectual property infringements, data protection, privacy breaches, and platform service regulations.

The User can find below all the essential information about the DSA, including the definition of illegal content and guidance on where and how to report it.

10.2. What is Illegal Content?

Illegal Content means: (a) any information that, in itself or in relation to an activity, including the sale of products or the provision of services, is not in compliance with the European regulations or the law of any Member State which is in compliance with Union law, irrespective of the precise subject matter or nature of that law; (b) any information that is not in accordance with the provisions of this Agreement or any other applicable laws.

10.3. Digital Services Coordinator

In accordance with the DSA, in Romania, The National Authority for Management and Regulation in Communications (”ANCOM”) has been designated as the coordinator of digital services and is responsible for all aspects of the supervision and enforcement of the DSA by online intermediaries. In this capacity, ANCOM is the single point of contact regarding the application of the DSA and the reporting of data and/or information to the European Commission and/or/or digital service coordinators from other member states. For more information related to ANCOM and its competencies, the User can access the following link.

10.4. Reporting Illegal Content

In accordance with the DSA, which is now in force, the Company is committed to maintaining a safe and secure digital environment for all Users of the Site. However, please note that, as per article 8 of the DSA, the Company is under no obligation to monitor the information which the Users provide while using the Site or the Digital Services nor actively to seek facts or circumstances indicating illegal activity of the Users.

If Illegal Content is identified within the Site, Users and authorities can report such content to the Company through the contact form available on the Site, specifying the reason as "Reports Concerning Illegal Content".

In order to be considered, the report must include at least the following information: (a) a sufficiently substantiated explanation of the reasons why the individual or entity alleges the information in question to be Illegal Content; (b) a clear indication of the exact electronic location of that information [such as the exact URL(s)], and, where necessary, additional information enabling the identification of the Illegal Content on the Site; (c) the name and e-mail address of the User (natural person or entity) submitting the notification; (d) a statement confirming that the User is in good faith convinced that the information and claims contained in the report are accurate and complete. Please note that in the absence of the information mentioned above, the report will be considered incomplete and there is a possibility that such report will remain unanswered.

Where the report contains the electronic contact information of the User that submitted it, subject to a complete report (all information required to be provided as detailed in this Article 9.4), the Company will, without undue delay, send a confirmation of receipt of the report to that User.

The Company will process any report received with regards to any information considered to be Illegal Content and take a decision in this respect in a timely, diligent, non-arbitrary and objective manner. For these purposes the Company will not use automated means. The Company will also, without undue delay, notify the User of its decision in respect of the information to which the report relates (including information on the possibilities for redress).

At the same time, any User has the right to file a complaint with ANCOM with regard to Illegal Content identified on the Site. For detailed information related to filling a complaint with the competent public authority, the User can access the official page of ANCOM.

The User has also the right to opt for any out-of-court dispute resolution body that will be certified by ANCOM to resolve disputes related to decisions taken by the Company, including complaints that have not been resolved through the internal complaint-handling system.

11. OTHER POLICIES

11.1. Privacy Policy

We comply with Data Protection Legislation and are committed to protecting any and all User’s Personal Data and their right to privacy. Our Privacy Policy explains what personal data we collect and how we collect, use, store, share with third parties and protect User’s Personal Data when our Services are used. For detailed information on how the Company handles User’s Personal Data, please refer to our full Privacy Policy, which also includes a list of all third parties involved, available by accessing the following link (https://goyappa.com/legal/privacy-policy). By using our Services, you acknowledge that you have read, understood, and agreed to the practices described in our Privacy Policy.

11.2. Cookies Policy

The Site uses cookies and similar technologies to enhance the user experience, analyse Site usage, and assist in our marketing efforts. To learn more about the types of cookies we use, how we use them, and how you can control your cookie preferences, please review our full Cookies Policy available by accessing the following link (https://goyappa.com/legal/cookies-policy). By continuing to use the Site, you consent to our use of cookies as described in the Cookies Policy.

12. MISCELLANEOUS

12.1. Governing Law & Jurisdiction

This Agreement is governed by the Romanian legislation. For clarity purposes, the Company and the User irrevocably consent that the Romanian legislation shall be applied and any disputes arising out of or in connection with the Agreement (including a dispute relating to non-contractual obligations arising out of or in connection with the Agreement or a dispute regarding the existence, validity or termination of the Agreement or the consequences of its nullity) and not resolved amicably shall be referred exclusively to the competent courts of Bucharest, Romania.

Details on alternative dispute resolution methods can be found at the following link https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=RO.

12.2. Entire Agreement

This Agreement, entered remotely by creating an Account, represents the entire agreement between the Company and the User as regards its object and replaces and supersedes any other prior understandings, discussions and arrangements, verbal or written with respect to the subject matter hereof. The Agreement, in its entirety, including, if applicable, the revised form, can be viewed by accessing the following link (https://goyappa.com/legal/terms-of-service).

12.3. Validity. Amendments.

If at any moment, any provision of the Agreement is declared invalid, unenforceable, or ineffective in any way, such provision shall be deemed severed form the rest of the Agreement and neither the validity or enforceability, nor the effectiveness of the rest of the provisions of the Agreement shall be in any way affected or limited. Such provision shall be replaced with one which is legally valid and comes as close as possible to the intention and purpose of the replaced provision.

The Company reserves the right, at its own discretion, to amend, modify, or supplement the Agreement any time for any reason. Such and any changes will be: (a) incorporated into the Agreement, and (b) effective immediately upon posting the revised Agreement on the Site, unless otherwise specified.

In case of significant changes to the Agreement, the Company shall notify the Users by posting a notice on the Site or by other appropriate means, such as email. However, it is the User’s responsibility to regularly review the Agreement for updates.

By continuing to access the Account or use the Services after the revised Agreement has been posted, the User will be deemed to have been made aware of and have agreed to be bound by the revised Agreement. If the User does not agree to the revised Agreement, he must discontinue use of the Services immediately.

In the event of any conflict between this Agreement and any supplemental terms, the supplemental terms shall take precedence with respect to the specific terms to which they apply.

12.4. Language

This Agreement was drawn up in both Romanian and English languages. The interpretation and application of the Agreement shall be made according to the Romanian law. In case of any contradictions between the Romanian version and English version, the Romanian version shall prevail.