Terms of Service
Last Updated Date: 19 March 2024
These Terms apply to your use of any application, software or services offered by CaMU or otherwise made available on CaMU’s website (collectively, the “Services”). These Terms include and are subject to any Order Form, Customer Account, and if applicable Subscription Specific Terms, data processing agreement, appendices and other agreement that we may agree to regarding the Service.
By using the Services, these Terms are deemed accepted by you (as an individual) or by you on behalf of your organization (as identified in the Order Form and/or in connection with creating a Customer Account). If a person takes the Services into use by creating a Customer Account, or signs any Order Form, data processing agreement, appendices and other agreement with us regarding the Services, such person represents and warrants that he or she has the authority to bind himself or herself or the organization he or she claims to be representing. By using the Services, you accept that the Services are provided to yourself (and such Services are then offered to you as a consumer) or your organization, (where no Services are offered to you as a consumer).
Your access to or use of certain other applications, software and services made available by CaMU may be subject to additional terms and conditions. If there is a conflict between these Terms of Use and the terms and conditions applicable to such specific applications, software and services, such additional terms and conditions shall apply, unless otherwise specified.
These Terms may be amended from time to time. By continuing to use the Services you accept the revised Terms. We will not make amendments that materially affect your rights or obligations unless approved by you or unless you have been given the right of termination.
1. DEFINITIONS
Add-on: Additional services or products ordered or activated by the Customer through the Portal (which may trigger the application of Subscription Specific Terms).
API: Application programming interface.
Customer (or you): The individual or legal entity to which CaMU has granted access to the Gelato Platform.
Customer Account: A unique profile created by you for yourself or for your organization on the Portal and which is signed in by a person representing your organization.
Ecommerce Platform: A platform for creation of an Application, provided by a third party with whom we have a partner agreement concerning integration of the CaMU API.
CaMU Platform: Our website and our server platform on which we manage our network of printers and distributors providers, as well as the receipt and handling of Orders, either submitted to our website directly or communicated through CaMU.
End Customer: The person or entity that places an Order.
Order: A request from you or the End Customers to have Orders printed and Products distributed and delivered by CaMU.
Order Form: An order form that may be entered into between CaMU and you, governing commercial and other specific matters regarding your use of the CaMU Services.
Products: Printed materials that incorporate User Content, such as pictures, cards, brochures, booklets, posters, catalogues, flyers, packaging, merchandise, apparel, frames and hangers.
Services: Our application, software or other services available on our website as further described in clause 2, our implementation services, our service of printing and shipping of Products, as further described in clause 3, our support services, as further described in clause 4 and any associated Add-ons offered by CaMU.
Subscription Specific Terms: Shall have the meaning as defined in clause 3.
Terms: Refers to these (Terms of Use) and other documents set out in the introduction.
User Content: Text, pictures, files, templates, fonts, logos, metadata and other content
2. CUSTOMER ACCOUNT
If you, in connection with the creation of a Customer Account, are presented with commercial terms for the use of the Service, the commercial terms shall be deemed accepted upon the creation of such Customer Account.
You are responsible for the accuracy and completeness of the information provided through the CaMU Platform, including Customer Account creation, by providing true, accurate, current and complete information as requested during the Customer Account creation process.
3. SUBSCRIPTION
To access and use the Services, you may be asked to establish a core subscription with us. Access to specific Services or Add-ons may be restricted to an additional subscription.
We may offer various subscription levels. Any subscription level may be offered under particular terms and conditions applicable for the subscription, including with respect to fees (such as free or payable), scope (such as number of users, number of Applications, etc.), functionality (such as access to reports, automation, third-party design apps, third-party stock image databases, etc.) and other features (“Subscription Specific Terms”). Such Subscription Specific Terms will be communicated to you prior to your subscription.
We may enable you to purchase or subscribe to Add-ons that we may make available from time to time (such as additional number of users). Such Add-ons, if any, may only be available if you have an active subscription with a payable price plan.
The term of a subscription may be monthly, annual or perpetual, as set out in the Subscription Specific Terms. The term is binding. You may cancel any subscription with 30 days’ notice before the end of the term, or as otherwise specified in the Subscription Specific Terms. Unless cancelled before such time, the subscription is automatically renewed for another term. You may upgrade your subscription to a higher subscription level at any time, with immediate effect. You may downgrade your subscription to a lower subscription level with effect from the next term.
We may at any time with 30 days’ written notice (including by e-mail) change or discontinue features available for a subscription level. We may also at any time with 30 days’ written notice (including by e-mail) discontinue a subscription level, and if so, you will be placed at the lower subscription level, on the terms and conditions that apply to such lower subscription level.
If we learn that you are using the Services in a manner which corresponds to a higher subscription level than the one you are subscribing to (such as because you have a higher number of users, or a higher number of Applications, than what follows from the applicable Subscription Specific Terms), we may, at our sole discretion, with 30 days’ written notice (including by e-mail) upgrade you to the higher subscription level and charge you for the price plan applicable for such higher subscription level, or terminate your Subscription with immediate effect.
A subscription may enable access to third-party applications, databases, tools or features. We shall have no responsibilities in such respect. All claims that you may have relating to such third-party applications, databases, tools or features must be directed to the provider. Your use thereof may require your acceptance of applicable third-party terms and conditions. If so, you represent and warrant that you will at any time comply with such third-party terms and conditions, and you agree to indemnify and hold us harmless for any claim that you do not comply with such third-party terms and conditions.
4. LIMITED RIGHT TO USE THE SERVICES
Subject to your establishment of a subscription, and your compliance with these Terms, you are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Services.
We may at any time add or remove features and functionality of the CaMU Platform, the Services or Add-ons. It is your responsibility to comply with instructions issued by us regarding the CaMU Platform, including instructions on supported formats. We may update these instructions from time to time, such as communication by email or by posting them on our Portal or our website.
We are not obliged to verify the data (such as to verify the shipping address). However, we reserve the right, but are not obliged to, screen the User Content to be printed and alert You if we find failures.
If we receive Orders that, in our reasonable opinion, may violate any law from time to time, infringes the rights of a third party, or is inappropriate, obscene or immoral, we may reject the Order. If we nevertheless fulfill the Order, CaMU has no responsibility for such violation or infringement.
We may monitor your use of the CaMU Platform and the Services for billing purposes, to ensure the quality of and to improve our Services, and to verify your compliance with these Terms. We may suspend access to the CaMU Platform and the Services without notice if we reasonably believe that you are in breach of these Terms (including in the event of non-payment of an invoice with more than 30 days), in violation of applicable laws and regulations, or if we consider there to be a risk of loss of reputation for us.
The terms of this Agreement apply to any updated, upgraded or new versions of the CaMU website. Use of the CaMU website and platform constitutes use of the Services. We may require you to agree to additional terms and conditions governing use of the CaMU website and platform. We do not guarantee that the CaMU website and platform will function and remain compatible at all times on any particular mobile or electronic device.
5. PRINTING, SHIPMENT AND DELIVERY SERVICES
Upon receipt of an Order through the CaMU Platorm, CaMU will facilitate printing of the User Content and shipping of the Products to you or the End Customer, as requested in the Order.
We connect third-party independent local printers in our third-party global network. Based on the shipping address set out in an Order, they allocate the Order to a local printer based on geographical location, machine capabilities, available capacity, and other factors they deem relevant. Orders that include more than one category of Products may be produced at different print facilities (such as due to capabilities, capacity and delivery address) and may, therefore, be delivered separately.
We will stipulate an estimated delivery time. We will use all reasonable efforts to ensure that the Products are delivered within the estimated timeframe but shall not have any liability towards you or the End Customer if the Products are delivered later. We will notify you as soon as we become aware of circumstances that may cause substantial delays.
The Products will be sent by regular post unless otherwise agreed for each Order. Irrespective of the shipping method, we have the right to choose another carrier or shipping method, provided that such carrier or shipping method offer similar delivery quality and delivery time.
We are not obliged to find the correct address for the delivery. If we were not provided with the correct address, and there are multiple residents on that address, we will use reasonable endeavors to deliver, but cannot guarantee the delivery of the Products to the correct recipient. You are responsible for performing customs clearance of the Products and for payment of the customs (if any), please further refer to clause 9.
If you can substantiate that your Order is lost in transit which is due to the carrier of a tracked delivery, then we will, at our sole discretion and subject to our investigation, reship the Order. Any claims must be submitted no later than 5 days after the estimated delivery date. We will reserve the right not to reship any Order if tracking information of the carrier indicates the Order is duly delivered, even though you or the End Customer claims the Order has not been received. In that case, any replacement may have to be at your own costs.
6. SUPPORT SERVICES
We shall have no direct agreement with the End Customers, nor provide any support or communicate directly with the End Customers unless otherwise agreed with you.
Our order and technical support are available by email on the following email address: support@canvas-museum.com. The language of the support will only be available in English.
We otherwise agree to provide reasonable assistance to you and to cooperate with you (and third parties, as requested by you) in a timely manner to resolve issues with Orders (including the shipment of Products).
If in connection with support or otherwise, you provide us with ideas, comments, suggestions or other feedback relating to our Service, all such feedback, and anything created as a result of such feedback, are our sole property, and we may use and disclose it for any purpose.
7. SERVICE LEVELS
We shall use all reasonable efforts to maintain the availability of the Services and the CaMU Platform. We do not guarantee that it will be available, uninterrupted or error-free. If you experience downtime, you shall notify us without undue delay, and you shall provide all reasonably requested co-operation in investigating and resolving any such downtime.
8. RETURNS
You acknowledge that the Products are personalized and made specifically for each Order. Once an Order is placed, it cannot be changed or cancelled unless otherwise communicated by us to you through the CaMU Platform for the specific Order.
You acknowledge that the Products, when printed, may vary from the User Content as displayed on-screen, such as due to how computers display colours and size dimensions. Such deviation between on-screen User Content and physical Products that are not due to printing errors shall not be deemed a defect.
You are responsible for choosing and acknowledging the size and shape of your products. Any complaints regarding shape shall not be deemed a defect.
If there are defects discovered, such as damage to the delivered Products, errors in the number or quantity of the delivered Products or lack of quality of the delivered Product not caused by lack of quality of the User Content, you should provide us with photographic or other documentary evidence of the existence of a defective Product. If we have not received from you a complaint in writing within 5 days after receipt, we shall have no liability for any defect.
If we agree, or you can substantiate, that there is a defect and that it is not due to the carrier, force majeure or other circumstances outside our control, then we will, at our option, either provide you with a reprint of the order to the extent required to remedy the defect or offer you with a refund for the defective Products.
CaMU will not redeliver or refund the purchase price if the defect or dissatisfaction is related to the User Content, which you have the sole responsibility for.
The remedies provided for above are your sole remedies for any defective Product, and exclude, to the fullest extent permitted by law, any other remedy available to you (including the End Customer) by law.
9. TERM AND TERMINATION
These Terms are effective until terminated in accordance with this clause.
Upon termination, you will have no further rights to use the Services. Unless we terminate due to your material breach, we will print and ship Products based on Orders placed before the date of termination.
The following sections will survive termination: Fees and Payment, Taxes, Intellectual Property, Confidentiality, No Warranties, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, Severability, Entire Agreement, and Notice and Contact Information.
10. FEES
You are responsible for and shall pay all fees for our Services, including any subscription fees, any transaction fees and any other additional fees as may be agreed.
Any subscription fee (unless free of charge), and any Add-on shall be payable at the amount (i) communicated to you as part of the Subscription Specific Term prior to subscribing, or (ii) agreed in advance between us, such as in the Order Form. In the event of a discrepancy, (i) prevails (ii).
Any transactional fee, such as for any Order, shall be payable at the amount (i) communicated through the CaMU Platform upon each Order, (ii) as agreed in advance between us, such as in the Order Form; or (iii) as set out in the price list found at the Portal. In the event of a discrepancy, the (i) prevails (ii) and (ii) prevails (iii).
All amounts stated or agreed to be paid by you to us for our Services are exclusive of any value added tax (VAT) or similar indirect tax as further specified in the fifth paragraph in clause 12 (Taxes) below.
11. PAYMENT TERMS
Payments shall be made by any of the current payment methods as available from time to time and authorized by CaMU (such as a valid credit/debit card, PayPal account or invoice). You represent, warrant, and undertake that all details you provide to us for the purpose of purchasing our Services will be correct; that the credit charge or debit card which you use is your own, and that there are sufficient funds or credit facilities to cover the cost of any products.
Fees for any Orders, and any other transactional fees, will be charged from time to time in arrears at our discretion. We reserve the right to obtain validation of your credit charge or debit card details before accepting your Order. One-time payments, such as payment for implementation fees as agreed in the Order Form, will be billable once both parties have signed the Order Form, unless otherwise agreed.
We will continue to charge applicable fees through the applicable payment method until the Services are terminated, and any and all outstanding fees have been paid in full. You may not be able to access your Customer Account and the Services during any period of suspension. If the outstanding fees remain unpaid for 30 days following the date of suspension, we reserve the right to terminate your Customer Account and these Terms.
12. TAXES
Except as otherwise stated in this Clause 12, you shall bear and be liable for all direct and indirect taxes, including, but not limited to, corporate income taxes, payroll taxes, social contributions, excise duties, turnover taxes, customs duties, levies, duties, charges, stamp duties and all similar taxes and charges, including penalties, interest, tax deductions, surcharges, and imposts of any nature (hereinafter “Taxes”) that are assessed or levied on you by any public or governmental authority arising from or consequent to these Terms and shall, at your own expense, pay all such taxes in accordance with applicable law from time to time. You shall be liable for and defend, indemnify us and hold us harmless from and against any and all indemnified costs arising out of or in connection with any assessment or levy made in respect of any of the aforesaid Taxes.
You shall withhold from any payment to us such sums that represent any Taxes that you are obliged to withhold in accordance with applicable law and regulations from time to time where you are tax resident. You shall settle such Taxes with the relevant and appropriate authorities in accordance with applicable law and regulations from time to time and shall upon request provide us with proof of such settlement without delay.
The full rate of withholding tax will apply. You shall defend, hold harmless and indemnify us, our affiliates and subcontractors from and against any and all indemnified costs arising out of or in connection with your failure to withhold from and settle any Taxes on any payment to us or to comply with any other obligation you may have under applicable law from time to time. You shall provide us with tax receipts or other proof of payment for any indemnified costs.
Notwithstanding your obligation to withhold Taxes pursuant to the third paragraph in this clause, if any Taxes are levied against and amounts withheld from payments to us, the payment to us shall be grossed up so that the payment received by us is equal to the invoiced amount net of withholding tax (plus any agreed additions, including but not limited to VAT or similar indirect tax, including but not limited to GST and sales tax, added to the price, in accordance with the fifth paragraph in this clause).
All amounts stated or agreed to be paid by you to us under the Terms are exclusive of any value added tax (VAT) or similar indirect tax, including but not limited to GST and sales tax, and such indirect tax, where applicable, shall be payable by you in addition to the amounts stated or agreed, i.e. we shall charge VAT or similar indirect tax to you at the rate required under applicable law from time to time in addition to the amounts stated or agreed.
Where goods and/or services are required to be imported, unless otherwise agreed upon, you shall be the importer of record and are responsible for the import customs clearance for all materials, and shall in that capacity be solely responsible for all import formalities and payment of any import related Taxes, duties and fees, including but not limited to import VAT, import GST, customs duties, excise duties or import duties which may be incurred or payable in connection with the import of the materials in connection with performance of your obligations under these Terms and shall have no recourse towards us for any import related Taxes, duties and fees, including but not limited to import VAT, import GST, customs duties, excise duties or import duties which may be incurred or payable in connection with the import of the materials.
You shall indemnify us for any increase in Taxes arising out of any change in law. Change in law is defined as new law or regulation, including tax regulation, tax resolution, tax decree or similar, or amendment or change in interpretation of an existing law or regulation, enacted and coming into effect after the agreement was entered into between you and us, that we were not aware of before entering into the contract.
This clause 12 shall apply for as long as any public or governmental authority may impose Taxes on us which you are liable for under this clause 12, even if the Terms as such is terminated pursuant to clause 9 of these Terms.
13. SECURITY
You agree to protect the CaMU Platform and not to make it available to any third party.
You are responsible for maintaining the confidentiality of all of the usernames and passwords that you may have provided us to enable your access to the CaMU Platform. You are responsible for any activity that takes place with these usernames and passwords.
We shall both implement and maintain appropriate technical and organisational security measures to protect the data submitted through the CaMU Platform against unauthorised or unlawful access or use, and to protect such data against accidental or unlawful destruction or accidental loss, damage, alteration or unauthorised disclosure.
The Application shall not represent a risk to the operation of the CaMU Platform. You must protect the Application against unauthorised access and external threats (such as viruses).
You must not create accounts through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper. You will not use any robot, spider, scraper or other automated means to access the CaMU Platform or our Services for any purpose without our express written permission.
Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the CaMU Platform or our Services; or (iii) bypass any measures may be used to prevent or restrict access to the CaMU Platform or our Services. We may without warning limit the use of, or suspend your access to the the CaMU Platform if we reasonably believe that the Application may entail a risk to us or our other customers.
You agree to promptly and no later than 8 hours after becoming aware of it, notify us, of any security breach related to the Application that imposes or is likely to impose a risk of unauthorised access or alteration of the data received through the CaMU Platform. The notice shall include a description of the nature of the security breach including where possible, the categories and approximate number of data subjects concerned, and the categories and approximate number of personal data records concerned.
14. YOUR OTHER RESPONSIBILITIES
You shall refrain from using the Services and the CaMU Platform for any other purposes than as set out in these Terms.
15. INTELLECTUAL PROPERTY
The CaMU Platform, and any documentation concerning the CaMU Platform, contain intellectual property and other material, such as software, trademarks, graphics, texts and functionality, that are proprietary to us or our licensors. You or your End Customers are not granted any rights to such property or material. You agree not to copy, rent, lease, sell, distribute, reverse engineer or create derivatives of such property. You further agree not to, and not to attempt to, modify, alter, tamper with, repair, or reverse engineer any such property.
CaMU may make available certain plug-ins that enable the exchange of User Content and other data between your Application and the CaMU Platform from specified third-party software programs installed on your equipment. CaMU does not license or authorize you to use such third-party software. You must have a separate agreement with the licensor of such third-party software to access and use it.
You acknowledge that the CaMU Platform may consist of open-source software.
You represent and warrant that you or the End Customers own and/or have all required rights to upload, reproduce, create derivative works from, print, distribute and otherwise use the User Content as required for the use of the Services. You grant us a limited, royalty-free, revocable, worldwide, non-exclusive and sub-licensable right to store, reproduce, create derivative works from, print, distribute and otherwise use the User Content for the sole purpose of providing the Services according to these Terms.
CaMU complies with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Platform, you may contact CaMU’s Designated Agent at the following address:
Any notice alleging that materials hosted by or distributed through the Platform infringe intellectual property rights must include the following information:
• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
• a description of the copyright-protected work or other intellectual property right that you claim has been infringed;
• a description of the material that you claim is infringing and where it is located on the Platform;
• your full name, address, telephone number, and email address;
• a statement by you that you have a good faith belief that the use of those materials on the Platform is not authorized by the copyright owner, its agent, or the law; and
• a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
CaMU will promptly terminate without notice the accounts of Customers that are determined by CaMU to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had Digital Assets or other materials removed from the Platform at least twice.
If you or the End Customer provides any information or suggestions regarding problems with or proposed modifications or improvements to the Services and/or CaMU Platform (“Feedback”), then you or the End Customer hereby grants CaMU an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Services and CaMU Platform and create other products and services.
16. CONFIDENTIALITY
Each party undertakes not to disclose, transfer or otherwise make available to any third-party information received or otherwise obtained in connection with these Terms or the use of the Services, including but not limited to technical information, financial information and User Content. The confidentiality obligation shall however not apply to information that (i) is or becomes part of the public domain through no violation of these Terms; (ii) at the time of disclosure was already known to the receiving party; (iii) is developed by the receiving party independently of the information received or obtained hereunder; or (iv) is rightfully received from a third party not subject to the duty of confidentiality. Further, the confidentiality obligation shall not prevent us from disclosing, transferring or otherwise making available information to any affiliates, officers, shareholders, employees, directors, advisors, or assignees, nor to any sub-contractors or licensors in connection with the provision of Services.
17. NO WARRANTIES
We make no warranties with respect to the Services, including any implied warranties of merchantability or fitness for a particular purpose. We, together with our officers, shareholders, employees, agents, directors, affiliates, assignees, sub-contractors and licensors, is not responsible for any costs, losses or damages caused by (i) force majeure, third party’s negligence or other circumstances outside our control; (ii) lack of, delay of, or interruption of access to the Gelato Platform, (iii) loss of data gathered or received from you and other User Content, (iv) miss-delivery of Products not ordered with tracking; (v) lack of accuracy, substance, clarity or quality of the User Content; or (vi) breach of these Terms, inappropriate or unauthorized use of the Services by you, any individual authorized by you to use the Services, or any End Customer.
18. LIMITATION OF LIABILITY
Where you access the Services to fulfil Orders of the End Customers, you are solely responsible vis-à-vis the End Customers. We shall have no liability whatsoever against the End Customers. We have no responsibility or liability for errors made by the End Customer during the order process.
In no circumstances shall our liability to you extend your liability against your End Customers.
In no circumstances shall we or you be liable to the other for any indirect, special, incidental or consequential loss or damage, including but not limited to loss of profit, revenue, business, contracts or anticipated savings or loss of or damage to data.
Without prejudice to the previous paragraphs, each party’s total liability per calendar year shall be limited to the fees paid by you to us in the previous calendar year.
Notwithstanding the foregoing, we do not exclude or limit in any way our liability to you as a consumer where it would be unlawful to do so under the relevant consumer laws in your country of residence.
The above limitations of liability shall not apply to any indemnity obligations set out in these Terms, or in the event the liability is caused by wilful misconduct or gross negligence.
19. INDEMNIFICATION
You are solely responsible for (i) handling any third-party claims alleging that the use of User Content, including our printing and shipment of Products following an Order, infringes a third party’s intellectual property or other rights (including without limitation copyrights, trademarks, rights of publicity and rights of privacy); and (ii) handling any claims or investigations from government or authorities alleging that the User Content violates applicable law. You shall indemnify and defend us and our officers, shareholders, employees, agents, directors, affiliates, assignees, sub-contractors and licensors against any losses, costs, liabilities and expenses (including but not limited to damages, fines and reasonable legal costs) incurred in connection with any claim or investigation of any kind made by any third party arising from or related to (a) an allegation that the use of the User Content infringes a third party’s intellectual property or other rights (including without limitation copyrights, trademarks, rights of publicity and rights of privacy)or violates applicable law, (b) you or anyone that you are responsible for use the Services in a manner not authorized by these Terms, or (c) any other breach by these Terms by you or anyone you are responsible for.
In the event that any third party asserts a claim with respect to any matter for which a party (“Indemnified Party”) is entitled to indemnification pursuant to these Terms, the indemnification is subject to that the Indemnified Party (i) promptly notifying the other party (the “Indemnifying Party”) in writing of the claim (provided that failure to provide prompt notification will not relieve the Indemnifying Party of its obligations unless such failure materially prejudices the defense), (ii) allowing the Indemnifying Party to control the defence and cooperating with the Indemnifying Party, (iii) not entering into a settlement without the Indemnifying Party’s prior written consent, and (iv) using reasonable efforts to limit the costs, losses, liabilities and expenses. In each case the Indemnifying Party shall notify the relevant third party that the relevant claims or investigations solely are the Indemnifying Party’s responsibility, and not the responsibility of the Indemnified Party.
20. PRIVACY
Where you access the Services to fulfil Orders of the End Customers, we process personal data received by us in connection with the Orders and/or the Services, as processor under the direction and responsibility of you, and our Data Processing Terms applies. You shall comply with the personal data protection laws of your country of establishment and of those countries in which you offer your goods and/or services from time to time, in particular when processing and sending personal data to us in the context of using the Services. We shall both implement appropriate technical and organizational measures to protect personal data against misuse. We are not obliged to store or backup data received from you.
We use your personal information in accordance with our Privacy Policy and Cookie Policy. Please read it carefully as it includes important terms which apply to you.
21. MARKETING
You agree to be identified as a recipient of the Services and to have your name and/or logo used by us and our affiliates in sales presentations, marketing materials and press releases. You also agree to consider Gelato-sponsored webinars and speaking engagements as may be invited by us – the participation, timing and content of which to be mutually agreed. You will not make any statement regarding the use of our Services which suggests partnership with, sponsorship by, or endorsement by us without our prior written approval. Unless otherwise approved by us in writing, you will not use or refer to our name, trademark, logo, domain name or any other of our distinctive brand features.
22. SUBCONTRACTING AND ASSIGNMENT
We may subcontract any parts of our rights or obligations under these Terms, such as to printers and distributors. We will not remain responsible towards you for our subcontractors’ performance. We may assign our rights and obligations, or any parts thereof, to any affiliate or third party. Notwithstanding the generality of the foregoing, we may assign the right to invoice or otherwise claim payment due under these Terms.
You may not assign (including by way of merger, asset sale, stock sale, or other reorganization) these Terms without our prior written consent, not to be unreasonably withheld.
23. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms shall be governed by the laws the provider’s country. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any disputes arising out of or in connection with these Terms shall be finally settled by arbitration in accordance with the International Chamber of Commerce (ICC) Rules of Arbitration. The place of the arbitration shall be the country in which we have our place of business. Unless otherwise agreed, the language of the arbitration shall be Thai. This arbitration clause shall not prevent us from taking legal action before ordinary courts in your jurisdiction for the collection of payment under these Terms or for the enforcement of our intellectual property rights.
24. SEVERABILITY
If any provision in these Terms is invalid or unenforceable, then the remaining portions of these Terms will remain in full force and effect.
25. ENTIRE AGREEMENT
These Terms, together with the any Order Form, Online Sign-Up, data processing agreement, appendices and other agreement between us regarding the Services form the entire agreement between us with respect to the Services and supersede all prior and contemporaneous oral or written agreements with respect to such subject matter.
