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Terms and Conditions for the Use of the ViralPlace Platform

(hereinafter: the "Terms and Conditions")

§ 1. General Provisions

These Terms and Conditions define the rules for the provision of services by ViralPlace. ViralPlace enables Clients to commission, via ViralPlace, the preparation of Works, for remuneration specified in an Order.

The data controller is: ViralPlace Spółka z ograniczoną odpowiedzialnością, with its registered office in Gdańsk (80-890) at ul. Jana Heweliusza 11/811, entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court Gdańsk-Północ in Gdańsk, 7th Commercial Division of the National Court Register, under KRS number 0001242118, holding NIP 5833569399, REGON: 54480465100000, with share capital of PLN 5,000.00 fully paid up (hereinafter the "Administrator").

The Administrator operates a project called ViralPlace (hereinafter: the "Platform", "ViralPlace", "Service Provider", "Service").

These Terms and Conditions constitute the sole legal basis for cooperation between ViralPlace and Clients, unless the Administrator decides otherwise in writing. Acceptance of the Terms and Conditions is equivalent to entering into a binding agreement.

ViralPlace provides an organizational and coordination service (concierge), consisting in enabling Clients to access Works and in intermediating the granting of sublicenses. ViralPlace does not participate in the selection of the manner, place, or context of the Client's use of Works.

The Platform is intended, as a rule, for entrepreneurs (business entities). In exceptional cases, ViralPlace may enable the use of the Platform by persons not conducting business activity under separate terms agreed individually and outside these Terms and Conditions.

Definitions

§ 2. Technical Requirements for Using the Platform

In order to use the Service, the Client must have:

The Administrator collects information contained in Cookies, which are text files containing the identifier of the Device used by the Client.

The Client decides whether to use Cookies. Internet browsers often have the option to install these files on the Client's end device enabled by default, and the Client may change these settings at any time.

The Administrator informs that disabling the use of Cookies by the Client may affect the functionalities available on the Service.

Detailed information regarding Cookies is contained in the privacy and cookies policy available at: https://viralplace.io/privacy-policy, which forms an integral part of these Terms and Conditions.

§ 3. Platform Accounts

  1. Using the Platform requires the Client to create a Client Account. Registration and the provision of data required in the registration form are voluntary, but necessary to use the Platform.

  2. The Client is obliged to provide true and up-to-date data and to keep such data updated.

  3. The Client bears full responsibility for any actions taken using the Client Account.

  4. One Client may hold only one Client Account unless ViralPlace decides otherwise.

§ 4. Placing Orders and Entering into an Agreement

  1. The Client may place Orders via the Platform.

  2. Submitting an Order constitutes an offer to enter into an agreement with ViralPlace.

  3. The agreement between the Client and ViralPlace is concluded upon confirmation of the Order by the Platform.

  4. Orders are fulfilled in an automated or semi-automated manner.

  5. The Client may choose a Creator from among the proposals presented by ViralPlace. The presentation of proposals is informational and organizational in nature and does not mean that ViralPlace influences the manner, context, or scope of the Client's use of the Work.

  6. The Client is not entitled to direct contact with the Creators of Works.

§ 5. Remuneration and Payments

  1. Prices for Works are provided within the Platform.

  2. The Client is obliged to pay remuneration in advance unless the Platform provides otherwise.

  3. Payments are made via payment operators indicated by ViralPlace or via bank transfer based on an invoice.

  4. Failure to pay results in the Order not being fulfilled.

  5. ViralPlace may issue a VAT invoice in accordance with applicable regulations.

§ 6. Fulfilment of Orders

  1. ViralPlace fulfils Orders with due care.

  2. Fulfilment deadlines are indicative unless expressly stated otherwise.

  3. ViralPlace does not guarantee the achievement of any specific marketing, sales, or business results.

  4. The Client acknowledges that the effectiveness of Works depends on many factors beyond ViralPlace's control.

§ 7. Sublicense and Use of Works

  1. Upon making the Work available, ViralPlace grants the Client a sublicense to use the Work, in principle non-exclusive, subject to provisions of the Order or a separate agreement providing for an exclusive sublicense for specific exploitation fields.

  2. The sublicense is granted only to the extent and on the terms set forth in these Terms and Conditions and the Order.

  3. The Client is entitled to use the Work solely within the scope of the Client's own business activity.

  4. The Client is not entitled to further sublicense, resell, or make the Work available to third parties.

  5. The Client does not acquire economic copyrights to the Work.

  6. The Client bears sole responsibility for the manner, scope, context, and legal compliance of the use of Works.

  7. The Client undertakes to use Works in accordance with applicable law and the terms of external platforms.

  8. The sublicense is irrevocable for the duration of its term as specified in the Order or individual agreement. ViralPlace is entitled to revoke the sublicense with immediate effect solely in the event of:

    a) a material breach by the Client of the provisions of the Terms and Conditions or the Order, which has not been remedied within 14 (fourteen) days of a written notice; or

    b) failure to pay remuneration on time.

  9. The Client is entitled to edit and modify Works only to the following extent:

    • using frames and fragments in other advertising creatives;
    • mixing the Work with other content;
    • creating mash-ups from the provided Works;
    • cutting scenes and frames from the Work. The sublicense covers all cut frames and scenes for a period of 3 months from their extraction, without a separate agreement.

  10. The following modifications fall outside the permitted scope:

    • use of AI to modify the Creator's image, voice, or face;
    • changing the language of the Material;
    • use of Materials in the activity of any entity other than the Client indicated in the Order;
    • modifications infringing the image, reputation, or personal rights of the Creator.

  11. The sublicense is granted solely for Works produced in English, unless the Order provides otherwise.

  12. The Client acknowledges that ViralPlace is not the end user of Works and is not liable for the Client's actual use thereof.

§ 8. Use of Works for ViralPlace Promotional Purposes

The Client consents to ViralPlace using Works created under Orders for ViralPlace's promotional, marketing, and presentation purposes, including as part of ViralPlace's portfolio, case studies, sales materials, sales presentations, and marketing communications, for a period of 5 years from the date of fulfilment of the Order, unless the Order provides otherwise.

§ 9. Rules of Operation within the Platform

  1. The Platform consists of specific functionalities, the description of which is available at https://viralplace.io. A change in functionality constitutes an amendment to these Terms and Conditions if so specified in these Terms and Conditions or the Order.

  2. The Client undertakes to use the Platform and its functionalities in accordance with applicable law and these Terms and Conditions. ViralPlace is not liable for the consequences of the Client's breach of these Terms and Conditions. In the event of unlawful or improper use, ViralPlace is entitled to cancel an Order, suspend the Client Account, or delete the Client Account.

§ 10. ViralPlace Liability

  1. ViralPlace's liability towards the Client is limited to the amount of remuneration paid for the given Order.

  2. ViralPlace is not liable for the Client's lost profits.

  3. Warranty liability is excluded to the broadest extent permitted by law.

§ 11. Client Liability and Indemnification

  1. The Client bears sole responsibility for infringements of third-party rights resulting from the Client's use of Works.

  2. The Client undertakes to indemnify and hold ViralPlace harmless and to cover any claims, damages, penalties, compensation, and costs (including legal fees) resulting from the Client's breach of these Terms and Conditions, sublicense terms, or applicable law.

  3. If any third-party claims are asserted against ViralPlace in connection with the Client's actions, the Client undertakes to join the proceedings on ViralPlace's side without delay and reimburse ViralPlace for any costs incurred.

§ 12. Rights and Obligations of the Administrator

  1. The Administrator ensures proper operation of the Service.

  2. The Administrator is not liable for:

    • any misleading content provided by the Client or third parties;
    • actions of unauthorised third parties to whom the Client provided access to their email address and other data provided when setting up the Client Account or placing an Order;
    • any damage caused by the Platform ceasing to provide services or ceasing to provide services electronically, where this occurred due to the Client's fault or due to a breach of law or these Terms and Conditions;
    • interruptions caused by technical changes to the Platform, or work aimed at improving or modifying the Platform;
    • hacking attacks involving circumventing security measures of at least a standard level;
    • lack of continuity of services offered on the Service caused by the actions or omissions of third parties, including those providing telecommunications services to the Platform (hosting providers, etc.);
    • natural disasters resulting in the Platform ceasing to provide services, and other force majeure events such as war;
    • loss or destruction of data collected and stored on the Platform caused by integration with third parties to whom the Client made data available while using the Platform, or by hacking attacks as referred to above;
    • lost financial benefits arising independently of the Platform;
    • any damage caused in connection with the Client's use of materials available on the Platform.

  3. The above exclusions of liability do not apply where such exclusion is not permitted under mandatory provisions of law.

  4. The Administrator is not liable for unlawful actions of the Client if it has no knowledge of the relevant facts and circumstances.

  5. Upon obtaining unequivocal information about unlawful conduct on the Platform by the Client, the Administrator is entitled to demand that such conduct cease without undue delay.

  6. If the Client fails to comply with the demand referred to in paragraph 5, the Administrator may block the Client's access to the Service for a period of 30 days, with the possibility of extension.

  7. The Administrator is liable for damages caused by the improper operation of the Platform up to the total amount of remuneration paid by the Client for the given Order.

§ 13. Termination of Services Provided by the Platform

  1. A Client who merely browses content made available on the Service does not need to terminate the service agreement or the electronic services agreement in any way.

  2. The Platform may immediately suspend the electronic services agreement with a Client who has entered into cooperation with the Platform, in the event that:

    • the Client posts unlawful content, in breach of mandatory provisions of law, including copyright regulations;
    • the Client engages in sending unsolicited commercial information;
    • the Client flagrantly or persistently breaches the provisions of these Terms and Conditions or takes actions contrary to the purposes and intended use of the Platform;
    • the Client insults Platform employees, using or not using words commonly considered vulgar;
    • the Client breaches other provisions of these Terms and Conditions.

  3. Data relating to Orders processed via the Platform will be stored for the period required by generally applicable law.

§ 14. General Provisions on Personal Data

By completing the Order via the Platform and ticking the checkbox, the Client accepts these Terms and Conditions and consents to the collection and processing of their personal data in accordance with the Act of 10 May 2018 on the Protection of Personal Data (Journal of Laws of 2018, item 1000) and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) by the service provider, to the extent necessary to perform the provisions of these Terms and Conditions and the services provided thereunder.

For detailed matters concerning the processing of personal data, the Platform refers to the Privacy and Cookies Policy available at: https://viralplace.io/pl/privacy-policy

§ 15. Complaints

  1. The provisions of this section apply exclusively to complaints concerning the functioning of the Platform, and not the quality of Works.

  2. All complaints should be submitted to the email address: sales@viralplace.io

  3. In the complaint, the Client should include:

    • Client data enabling contact;
    • the type of malfunction of the Platform or other circumstance inconsistent with these Terms and Conditions or generally applicable law;
    • the circumstances justifying the complaint;
    • the desired remedy for the alleged infringement, if any.

  4. The Platform will process complaint submissions within 14 days of the complaint being filed, indicating whether it upholds the complaint and how it intends to address it, or informing of the absence of grounds for upholding the complaint together with a justification of its position.

  5. One possible way to resolve a complaint may be, in particular, a refund of remuneration for the given Work or part thereof.

  6. The response to the complaint is sent to the email address provided by the Client.

  7. In the event of a complaint being upheld, the Platform promptly takes such steps as it deems appropriate within the limits of generally applicable law, in order to fulfil the content of the complaint.

  8. Failure to receive a response from the Platform to a complaint submitted by the Client within 14 days does not mean that the complaint is upheld.

§ 16. Final Provisions