1. Object and Application of the Terms and Conditions
These Terms and Conditions govern the conclusion, content and execution of contracts between Connexa Community AG (hereafter: “Connexa”) and the Customer. The Swiss Code of Obligations (SR 220) applies on a subsidiary basis. Place of Performance of this Contract is Bern, Switzerland.
The customer explicitly confirms to have read and understood these Terms and Conditions before having concluded the contract with Connexa and declares to entirely accept its content.
“Contract” Refers to the totality of documents and understandings (verbal or written) belonging to the agreement.
“Community Builder”: is the owner of a Community, which can be private or commercial.
“Authorized User” means any employees, organizations’s members, agents, independent contractors or consultants of Customer or of a Customer Affiliate or Third Person who have email addresses in the Customers Community and are authorized or otherwise designated or permitted by Customer to access and use the Services pursuant to this Terms and conditions.
“Customer” Contractual Partner under this Contract, user of the Service as a “Community Builder” or “Authorized User”.
“Service” Services provided by “Connexa” under these Terms and Conditions, defined in Article 3 hereafter.
“Community” Private Social Community/Network with all its content, created by a Community Builder.
“Personal Data” Data provided by the Customer upon registration to the Service, such as, but not limited to name, address, date of birth, etc.
“Customer Data” Any other data uploaded by a Customer on a Community.
3. Legal Age
The Minimum legal age for Authorized Users is 16 years, for Customers 18 years.
Connexa provides Community Builders non-exclusively and during the term of contract online tools to set up their own customized private Community to be used by Authorized Users. The features of the Service are constantly being improved.
A Community is created by Community Builders and is provided for Authorized Users of that Community to interact and connect with other Authorized Users. Community features may include Authorized User’s profiles, friends, invitations, timelines, photo sharing, video sharing, music and podcast sharing, events, groups, subgroups, messaging, tasks, ratings, reviews, and recommendations, among others as well as Third Party Applications.
Services, such as the following, are provided by Connexa to the Customer free of charge:
- Create an online community with unlimited users
- Use your own logo, domain and colors
- Use the Social Community login
- Admin Dashboard including statistics
- Manage users
- Use the Connexa mobile app
- Use the Social media features
- Create, join and use Groups & subgroups
- Create, join and use Event management (incl. launch public events)
- Create and see Companies
- Access to the job market and post jobs
- Use up to 5GB total file storage
- Use up to 10k messages stored
Additional Services, such as the following, are subject to a fee according Article 6 hereafter:
- Use of monetization tools
- Increases of file storage
- Increases of amount of messages stored
- Integrations with third party softwares like CRMs, ERPs, Marketing tools, among others
- Use of an own mobile application
- Use of group calls
Connexa’s Services are designed to give Community Builders and their Authorized Users the freedom to create and control their own experiences on Online Communities.
Subject to this Contract, the Community Builder is responsible for controlling and managing his/her Community in all respects and as between Connexa and the Community Builder, the Community Builder owns all his/her Content and Customer Data. Connexa does not claim any ownership rights in Community Builder’s Content and Community Builder’s Customer Data. In addition, Authorized Users of Community Builder’s Community are Community Builder’s responsibility and Connexa does not assume or accept any responsibility for the actions, conduct or Content of the Community’s members.
5. Rights & Obligations of the Customer
A. Use of the Service
The Customer is allowed to non-exclusively use the Service for private or commercial purposes.
B. Restrictions on Use of Services
The Customer agrees not to use or launch any automated system, including without limitation, “robots”, “spiders”, “offline readers”, etc., that accesses the Services in a manner that sends more request messages to the Connexa servers than a human can reasonably produce in the same period of time by using a conventional on-line web browsers. The Customer agrees not to use any portion of the Services as a destination linked from any unsolicited bulk messages or unsolicited commercial messages. In addition, the Customer agrees not to engage deliberately or with gross negligence in any of the following prohibited actions:
- attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
- taking any action that imposes, or may impose, determined in Connexa’ sole discretion an unreasonable or disproportionately large load on Connexa’ infrastructure,
- uploading invalid data, viruses, worms, or other software agents through the Services;
- impersonating another person or otherwise misrepresenting Customer’s affiliation with a person or entity, conducting fraud, hiding or attempting to hide the Customer’s identity;
- interfering with the proper working of the Services; or
- bypassing the measures that Connexa may use to prevent or restrict access to the Services.
C. Restrictions and Limitations of Use
The Right to Use does not include the right to, and Customer will not directly or indirectly:
- enable any person or entity other than Authorized Users to access and use the Services or Connexa Technology,
- modify or create any derivative work based upon the Connexa System, the Software, the Customer Interface, the Services or Connexa Technology without Connexa’ authorization,
- engage in, permit or suffer to continue any unauthorized copying, reselling or distribution of the Services or Connexa Technology,
- grant any sublicense or other rights to the Services or Connexa Technology,
- reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any Software, or
- remove, obscure or alter any Intellectual Property Rights notice related to the Software, the Services or the Connexa Technology.
The Customer will ensure, through proper instructions and enforcement actions, that all access to and use of the Services by the Community Builder or Authorizes users’, or otherwise through Customer’s facilities, equipment, identifiers or passwords, will conform to the Contract and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party, or the Contract.
D. Illegal Use
The Customer shall not use the Services to publish or distribute any information (including software or other content) which is illegal, which violates or infringes upon the rights of any other person, which is defamatory, abusive, hateful, profane, pornographic, threatening or vulgar, which contains errors, viruses or other harmful components, or which is otherwise actionable at law. Connexa may at any time exercise editorial control over the Content of the Services.
6. Additional Rights and Obligations of Community Builders
A. Contact Information of Authorized Users
The name and contact information of Authorized Users who register to join a specific Community is made available to that Community’s Community Builders in order to facilitate communications. A Community Builder may use the contact information of Authorized Users solely to communicate with an Authorized User for purposes related to the Community or the reasonably assumed interests of the Authorized User who has joined the Community. In no event may a Community Builder:
- sell contact information of a User to a third-party, or
- use or disclose Contact Information for commercial purposes unrelated to the Community or the interest of Authorized Users who have joined the Community.
B. User Data
Community Builders are provided access to certain Data, which may be aggregated or personalized, in order to facilitate engagement and communications of Authorized Users. The Community Builder may not sell or share Data accessible from the Service to third parties.
C. Representation and Warranty of Community Builders
For Community Builders it is important to respect and honor the trust of Authorized Users who join the Community. The Community Builder represents and warrants that, in communications with Authorized Users and handling of Data, he/she will comply with all applicable laws and regulations, in particular with the Swiss Federal Act on Data Protection (SR 235.1).
The Community Builder further represent and warrants that all sponsorship or promotions he/she introduces to his/her Community will comply with all applicable laws, regulations, and industry guidelines.
7. Rights & Obligations of Connexa
A. Right to use the Service and Modification
Connexa will make the Service according to Article 3 above available to the Customer. To its discretion, Connexa may delegate the performance of certain portions of the Services to third parties. Any such portions of the Services will be subject to the Terms and Conditions of the third party concerned.
Connexa reserves the right to constantly modify, alter, improve, change or terminate the provided Services for any reason and at any time. It therefore reserves the right at any time with reasonable advance notice to Customer to temporarily change the Services’ hours of operation or to limit Customer’s access to and use of the Services in order to perform repairs, maintenance, make modifications, or to do so without advance notice as a result of circumstances beyond Connexa’ reasonable control.
C. Right of Refusal
Connexa reserves the right to refuse the Service to any Customer for any or without any reason at any time.
Connexa will provide a free email support for the Customer. Any additional request will be charged as per Article 9 of these Terms and Conditions.
9.Term of the Contract
The Contract is concluded for an indefinite Term.
The Contract ends upon de-registration by the Customer or upon ordinary or extraordinary termination by Connexa, subject to Article XX hereafter.
The use of the Service by the Authorized User and the basic Service for Community Builders is free. The actual costs of additional Services for Community Builders can be found on the website of Connexa.
If a Community Builder decides to take advantage of additional services, the valid fees at the time of subscription to the service apply. This information will be constantly updated and will be shown to the Community Builder prior the subscription. In case of doubt the prices published at the moment of subscription to the Service will apply.
Before applying for additional Services, the Customer will be informed about the current price for the requested Service. When choosing an additional Service by clicking the respective button, the Customer agrees with the corresponding Pricing for the requested Service. The remuneration for such Services is due upon Community Builder’s registration. After the payment, the requested additional Services will be activated immediately.
For the use of the use of the monetization tools the Community Builder acknowledges that Stripe will be the default payment gateway and that it is Community Builder’ sole responsibility as the Community Builder to activate and maintain this account. If the Community Builder do not wish to keep the payment accounts active, it is his responsibility to deactivate them. For the avoidance of doubt, Stripe is a third party software.
A. Personal Data of the Customer
The Customer confirms that all the personal data provided is true and complete. The Customer hereby agrees to the recording and electronic storage of this data by Connexa. Connexa will not transfer the data to third parties unless the Customer expressly agrees to this or the transfer is necessary to fulfill the Services (for example, XX). The Customer undertakes to keep the personal data updated. In order to prevent abuse by unauthorized third parties, the Customer is under an obligation to keep the login data confidential.
The Authorized User is aware that any information he/she makes available when registering for or using the service, will be provided to the Community Builder and to Connexa.
B. Customer Data
The Customer is further solely responsible for the Data that he/she uploads, publishes, displays, links, or otherwise makes available (hereafter: “posts”) on the Service, and the Customer agrees that Connexa is only acting as a passive conduit for the online distribution and publication of the Customer Data.
C. Data Security
The personal data provided by the Customer and Customer data will be treated with accuracy and in compliance with the Swiss Federal Act on Data Protection (FADP, SR 235.1).
Connexa further warrants that it has implemented commercially reasonable technical, security and organizational measures designed to
- secure Customer and Personal Data from accidental loss and from unauthorized access, use, alteration or disclosure,
- adequate and secure data backup procedures in place,
- has process in place to ensure secure data handling and data destruction
In the event that any unauthorized access to Customer or Personal Data is suspected, Connexa shall immediately notify the Customer and shall cooperate with all Customer requests and the investigation into such matter. As the Community Builder is responsible for hosting his/her Community, he/she shall indemnify Connexa from any Hosting related security issues that arise during the operation and servicing of the software suite to the Customer’s customer base.
D. Ownership of Data
The Customer stays owner of his/her Personal and Customer Data. He/she allows Connexa to use this Data subject to this Agreement.
Connexa shall retain all rights in and ownership of all data structures, and all data analytics not referenceable to a specific Customer, developed by Connexa, and Customer shall have no right to use such data structures or analytics, or to receive or have access to the Customer Data in such data structures or to such analytics, except while this Contract is in force and effect.
E. License to Connexa
The Customer grants Connexa the worldwide right, during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and index the Customer Data in order to provide the Services to the Customer or improve the Service.
Connexa shall have no right to otherwise share, sell, or otherwise use the Customer Data, Customer’s branding elements or any component thereof, except to any consultants, contractors, and counsel who have a need to know in connection with this Contract and as required by law or pursuant to the direction of a court or governmental agency.
F. Restrictions in Use
Connexa will not review, share, distribute, or reference any such Customer Data or branding elements except as provided herein or as may be required by law. The Authorized user confirms not to, and the Community Builder agrees to take commercially reasonable steps to ensure that Authorized Users do not, post Customer Data that:
- may constitute or contribute to a crime or tort,
- contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive or personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable,
- contains any information or content that is illegal, or
- contains any information or content that Customer does not have a right to make available under any law or under contractual or fiduciary relationships.
The Customer represents and warrants that the Customer Data posted by him does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. Connexa disclaims any liability for third party content. The Customer is obliged to support Connexa on its own cost and risk in case of a third party claim against Connexa concerning IP-Rights violation caused by the respective Customer.
12. Intellectual Property
A. Ownership of the Service
Connexa is the sole owner of all Intellectual Property relating to the Service, including, but not limited to Content, Software, Connexa name and logo.
B. Ownership of the Community
All right, title and interest to a Community (specifically including our software, technology and related documentation, the Connexa name and logo, the Connexa mark, and Connexa buttons, badges, and widgets, but excluding the Customer’s content, User Generated Content, third-party web services or third-party content linked to or posted within the Service), is the property of Connexa. Except as expressly provided in these terms, the Customer agrees not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit the aforementioned Intellectual Property rights.
C. Use of Connexa IP by the Customer
The Customer is only allowed to use the Service for the purposes defined by this Contract.
He/she is not allowed to copy, publish or provide the Service and related Intellectual Property or parts of it to third parties.
In connection with this Contract, each party may disclose, or may learn of or have access to, certain confidential information owned by the other party.
Each party shall maintain the Confidential Information of the other party in strict confidence and shall not disclose, publish or copy any part of such Confidential Information except as authorized and as necessary in connection with this Agreement. Each party shall use the Confidential Information of the other party solely for the purpose of performing obligations under this Contract and only disclose the confidential Information on a need-to-know basis, provided that, such party shall be liable for the acts of any third party who obtains the Confidential Information from such party. However, a party may disclose confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such party gives reasonable prior notice to the other party to contest such order or requirement. Each party shall promptly notify the other party in the event any unauthorized access to Confidential Information is suspected.
14. Termination of the Contract
A. By the Community Builder
The Contract can be terminated by the Community Builder any time by de-registration of the Community.
B. By the Authorized User
The Contract can be terminated by the Authorized User any time be de-registration from the Services.
C. By Connexa
Connexa has the right to immediately terminate this Contract if the Customer substantially infringes any of its contractual duties or if the Customer refuses to accept suggested changes of the Contract.
Connexa has further the right to terminate this Contract for any other reason with a notice period of 2 weeks.
D. Termination Rules
Upon the de-registration all Services will be automatically suspended without any delay. The Customer loses his/her right to use the Service including all its features.
The Customer stays liable for any accumulated fees for payable Services used before the de-registration.
E. Customer Data
If the Community Builder wishes to keep Customer data stored by Connexa during the Term of this Contract, after de-registration, Connexa provides the requested Customer data to the Community Builder, providing a Service Fee of EUR 250.00.
15. Warranties / System Reliability
Connexa will provide its Services according to it’s best practice and in accordance to the Contract. This includes best practice concerning data and system security.
Connexa makes no warranty whatsoever, including without limitation, that the operation of the Service will be uninterrupted or error-free; that defects will be corrected; that the Service, including the server that makes it available, is free of viruses or other harmful components; as to the results that may be obtained from use of the Content or other materials on the Site; or as to the accuracy, completeness, reliability, availability, suitability, quality, non-infringement or operation of any Content, product or service provided on or accessible from the Site.
Connexa gives further no warranty for third party Services that are required for the performance of Connexa Services, such as, but not limited to Provider services, Telecommunication Services.
The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
Connexa aims to keep the Service available twenty-four (24) hours a day, seven (7) days a week and to maintain saved information. However, due to technical failures, acts of God or routine maintenance, availability may be limited and/or information may be lost. Connexa shall not be liable for lost information or non-availability of the services.
16. Disclaimer of Liabilities
Any liability of Connexa resulting from the usage of the Service by the Customer is limited to the extent allowed by law.
Connexa further disclaims any liability for damages caused to the Customer’s data by third parties.
The Customer agrees to indemnify, defend and hold Connexa, its directors, officers, shareholders, parents, subsidiaries, affiliates, agents and licensors harmless from and against any and all liability, losses, damages and costs, including, without limitation, reasonable attorneys’ fees, arising from the Customer’s use of the Service.
18. Invalid Provisions
If one or several provisions of these Terms and Conditions turn out to be invalid, incomplete or unenforceable, such provision will be substituted by the most closely resembling, valid and enforceable provision. The invalidity of one provision does not affect the validity of the remaining Terms and Conditions.
19. Jurisdiction and Applicable Law
These Terms and Conditions shall be exclusively governed by and interpreted in accordance with the laws of Switzerland. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Bern, Switzerland with respect to any dispute or claim arising out of or in connection with the Terms and Conditions.
20. Amendments to the Terms and Conditions
Connexa reserves the right to change, modify, add or remove portions of these Terms and Conditions in its sole discretion at any time and without prior notice.
Consent to the amendment shall be deemed as given if the Customer does not object to the amendments within one month after receipt of the amendment notice. In the amendment notice Connexa will inform the Customer of the consequences of his/her failing to lodge an objection (Article 2 above).