Promobay Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

These Terms are valid and effective from 1 August 2017.

Key Terms

  1. Welcome to the Promobay platform – an online marketing brokerage platform that monetizes the sharing of content on social media.
  2. Under “Promobay”, “we”, “us” and “our”, the document refers to the company Promobay s.r.o. with a registered office at Júnová 24, 831 01 Bratislava, Slovakia, BID: 50 188 500, registered in the Commercial register of the District Court in Bratislava I, section: Sro, file no.: 109674/B.
  3. Promobay provides an online platform that connects Promoters who have active social media accounts to list their accounts and to offer promotion or marketing services and content sharing via these accounts to potential buyers who wish to buy these services.
  4. Promoters can make these Services available on our website at www.promobay.com and any other websites through which we make the Services available from time to time as well as in applications for mobile, tablet and other devices and application program interfaces (collectively, the “Platform“). Platform includes Listings, Services Specifications, Member Accounts, Member Content and Promobay Content.
  5. These terms will have the following meaning:

    Buyer” means a Member who requests (by pressing “Order” button) Services under a Listing via the Platform from a Promoter or a Member whose request for Services was accepted by the Promoter or a Member who has finalized the process of a purchase of a Services from the Promoter.

    Completion” means a moment when Services, as agreed in Services Specification, were provided in full and without Failure (as determined by Promobay in its sole discretion) by the Promoter.

    Content” means text, graphics, images, music, audio, video, information or other materials (excluding the Platform).

    Failure” means failure of the Promoter to provide Services, as agreed in Services Specification, in part or at all or any other defect or error in the provision of the Services.

    Listing” means an offer to provide Services that is listed by a Promoter as available to buy via the Platform and consist of one verified social media account of the Promoter (Instagram, Facebook and others) and a Listing Price.

    Listing Price” means a net price of the Services on the Listing as visible on the Platform. If VAT or a similar tax is applicable to the Listing Price (as determined by our Platform), the Listing Price will also include the sum of VAT.

    Member” means a person who completes Promobay’s account registration process, including but not limited to Promoters and Buyers.

    Member Account” means an account created by a single Member in our Platform.

    Member Content” means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing, Member profile or Services Specifications to be made available through the Platform.

    Processing Fee” means the fee for the use of the Platform, charged by Promobay to Promoter upon payment of earnings to Promoters.

    Promobay Content” means all Content that Promobay makes available through the Platform or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.

    Promoter” means a Member who has listed a Listing on the Platform.

    Promoters Fee” means a fee that Promoter pays for the use of our Platform when he/she sells the Services through our Platform as a Promoter.

    Services” means collectively any promotion or marketing services included in one post to be made by the Promoter on his/her social media account, including any Content shared in this one post that the Promoter offers to Members via their Listings on the Platform. Services includes Services Specifications and actual Services provision.

    Services Provision Period” means the time period specified by the Buyer at the time of order of the Services via Listing within which a Promoter is obliged to provide Services under the Services Specifications, as stated on the Platform.

    Services Price” means either: (i) Listing Price, or (ii) other net price for Services agreed in Services Specifications, as stated on the Platform.

    Services Request Period” means the time period starting from the time when a Services purchase via the Listing is requested by a Buyer (as determined by the Platform), within which a Promoter may decide whether to confirm or reject that Services purchase request, as stated on the Platform.

    Services Specifications” means any details and specifications of the Services (including Member Content, agreed Service Provision Period and Services Price) to be provided by the Promoter to the Buyer as confirmed by both Promoter and Buyer via the Platform.

Terms of Service

  1. By visiting and using the Platform or accessing any part of it in any way, you confirm that you have read and understood these terms and agree to comply with them. You are legally bound by the terms and conditions set forth in these Terms of Service (the “ Terms“), regardless of whether you are just visiting the Platform or use it as a Member. These Terms constitute a binding legal agreement between you and Promobay and governs any access to and use of the Platform and any Promobay Content or Member Content.
  2. Please also carefully read our Privacy Policy. The Privacy Policy constitutes an integral part of these Terms.
  3. Some areas of the Platform or Services may require you to accept and comply with additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Platform or Services, these specific terms and conditions will take precedence with respect to your use of or access to that area of the Platform or Services.
  4. If you do not agree with these Terms you have no right to access or use the Platform and/or Services and must stop using or accessing them immediately. Promobay may in its sole discretion prevent you from using or accessing the Platform in such a situation. If you are dissatisfied with any part of the Platform or Services or their functionality or with Promobay services in general, the only way to express your disagreement is to stop using the Platform and Services.
  5. Any person using our Platform must meet the minimum requirements required by respective laws of jurisdiction of their residency (if any). You are solely responsible to determine these requirements and abide by them. If you do not meet these requirements you are prohibited from using or accessing the Platform. Promobay may in its sole discretion use any technical or other measures to prevent a person that is not authorized from accessing or using the Platform, however, Promobay is not responsible to determine these requirements.
  6. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you”, “your”, Member, Buyer and Promoter will refer and apply to that company or other legal entity.
  7. These Terms apply to the access and use of the Platform on any device and through any interface it shall be made available at any time.

Legal Agreement

  1. Promobay owns and provides the Platform to enable Promoters to offer their Services to Buyers and to enable the Buyers to agree and purchase Services directly from the Promoters. You understand and agree that Promobay is not a party to any agreement between the Promoter and Buyer and Promobay only provides the Platform to create a place where these transactions between the Promoter and Buyer are agreed, concluded and completed and store records and statements of such transactions.
  2. You agree and understand that the Listings and Services via the Platform are provided by the Promoters exclusively on their behalf and in their sole responsibility and not on the behalf of Promobay, its representatives, members, employees, directors or any of its affiliates. Promobay has no control over and no right to control any actions of the Promoters with respect to their Listings and Services they provide in any way. As a Member, you are prohibited from creating a false impression that you are in any way affiliated with Promobay and that you represent or are authorized to act on behalf of Promobay in any way and use Promobay`s intellectual property in any prohibited way.
  3. Promobay does not endorse any Promoters, Buyers or Members and any of the Listings. You understand that Members are required to provide accurate, true and complete information, however, Promobay cannot guarantee that any Member will do so. Promobay has no control over the conduct of the Promoters, Buyers, Members and other users of the Platform and disclaims all liability in this regard to the maximum extent permitted by the law.
  4. Any references in the Platform to a Member or Listing being “verified” (or similar language) only indicate that the Member or Listing has completed a relevant verification or identification process, and does not represent anything else.
  5. By using the Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Promobay with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Platform regarding any Listings and/or Services.
  6. You also agree and understand that Promobay is not a bank, licensed financial service provider or any other similar entity in Slovakia, European Union or elsewhere. Your account is not a bank account and your credits are not deposits and are not subject to any deposit insurance or protection guarantee laws. Promobay does not act as a fiduciary or as a trustee for you.

Membership

  1. To become a Member you must be at least 18 years old and by creating a Member Account you confirm that you are at least 18 years old. If you are under 18 or if additional requirements to enter into an agreement under these Terms are required by respective laws of jurisdiction of your residency then you must get a consent of a parent or a legal guardian to use the Platform and represent and warrant that you have such consent to use the Platform or Services. You may also use the Member Account of a parent or a legal guardian (with their permission only) who is an adult and this person would be solely responsible for all your actions when using the Platform.
  2. Membership is free.
  3. When creating a Member Account you will be asked to provide certain personal information. You understand and agree that you are solely responsible for providing current, accurate and complete information required for registration of a Member Account and that you will keep these information updated at all times to keep it current, accurate and complete. Promobay reserves the right to suspend or terminate your Member Account and your access to the Platform if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms.
  4. Your Member Account will be protected by a password that you specify. We recommend using a password that contains a combination of uppercase and lowercase letters, digits, and other characters not attributable to your person or account. You understand and agree that you are solely responsible for protection of your password and login credentials.
  5. If you suspect that the security of your Member Account has been compromised and/or a third person has gained unauthorized access to your Member Account, please contact Promobay immediately. Promobay is not responsible for any losses, costs and other damages you incur as a result of an unauthorized access to your Member Account.
  6. If you allow third parties to use the Platform through your Member Account, you are responsible for ensuring that such third parties will abide by these Terms when using the Platform and/or Services. Violations of these Terms by these third parties will be considered a violation of these Terms by you.
  7. At any time you may disable your Members Account. With a disabled Members Account other users and Members will not be able to search your Members Account and see your profile page, however, Member Content (with the exception of Listings) that you have posted and uploaded prior to disabling of your Member Account (such as comments, reviews etc.) will still be visible and accessible to other Members and users of the Platform.

Use of the Platform

  1. The Platform provides a way for Promoters to offer their Services to Buyers and to enable the Buyers to agree on the terms of the Services and purchase Services directly from the Promoters.
  2. Promoters offer their Services by creating a Listing that contains one verified social media account of the Promoter, details of such social media account and a Listing Price. The Listing will also show the sum of VAT included in the Listing Price (if applicable).
  3. Any user or Member can surf through the Platform and see all the Listings, however, only Members can request and purchase Services from a Listing and only Members that become Promoters can make a Listing.
  4. When using the Platform, you will be in contact with content and Member Content added by other Members or the content of third parties, in particular their posts and comments. Promobay is in no way responsible for the accuracy, veracity, completeness, or security of such content added by other Members.
  5. The Platform may contain links to third-party websites or resources. You acknowledge and agree that Promobay is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Promobay of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

How Promobay credits work

  1. In order to purchase Services from the Listing via the Platform, you must first deposit money into your Member Account. Money deposited to your Member Account is converted by your financial institution from your currency to euros (€). We then convert those euros (€) to Promobay credits at a rate of one (1) euro (€) being equal to one (1) Promobay credit. You understand that you bear all the costs of the conversion related to the deposit of money into your Member Account and the financial institution that makes the conversion and payment for you may charge additional fees related to this transaction. Promobay has no control over these costs and fees.
  2. You can deposit money into your Member Account using various payment methods we provide in the Platform.
  3. With the addition of money you deposit to your Promobay Account, Promobay will charge you a Payment Fee. The rate of the Payment Fee will be determined by Promobay at its sole discretion and will be presented to you during the money deposition process to your Member Account. Promobay can, from time to time, change Payment Fee rates at its own discretion.. Any changes to these rates will take effect on and from the date on which notice of the variation is posted by us on the Platform. The Payment Fee includes all Promobay costs related to the processing of the payment of monies into your Member Account and converting them into Promobay credits.
  4. You can use Promobay credits only to purchase Services via Listings. Promobay does not generally provide refunds of any money deposited into Member Account, however, you might be entitled to a refund under applicable consumer law which we don’t exclude. If you believe you are entitled to a refund of any money from Promobay, please contact us.
  5. Promobay credits expire if not used within twelve (12) months from the date of the deposit of monies into your Member Account and will be forfeited on the twelve (12) months anniversary of this deposit date. If you deposit new money into your Member Account within that twelve (12) months period a new twelve (12) months period for expiration and forfeit will apply to all of your Promobay credits and your Promobay credits will expire on the twelve (12) months anniversary of this new deposit date. You understand and agree that Promobay is not required to notify you before the expiration and forfeit date of your Promobay credits and you are solely responsible to check the expiration and forfeit date of your Promobay credits.


How the purchase of Services works

  1. In order to request Services included in the Promotion (by pressing an “Order” button), you are required to have sufficient credits in the Member Account in at least the amount of the Promotion Price. You can only make a purchase of Services via the Platform by using your Promobay credits in your Member Account.
  2. When you find a Promotion with Services that you would like to purchase and under condition that you agree to the Promotion Price, you request a purchase of these Services from the Promoter (by pressing the “Order” button), specify a requested Services Provision Period, become a Buyer and a Services Request Period commences when that request is initiated.
  3. Once you make a request of the Services included in the Promotion, a Promotion Price will be deducted from your Promobay credits and you authorize us to hold these credits until a transaction with the Promoter and a purchase of the Services is completed or cancelled. The Promoter will be notified of your request and will be required to confirm or reject your request to provide Services to you within the Services Request Period. You may check the Services Request Period at any time in the Platform and the Platform will notify you immediately when the Promoter confirms or declines your request or when the Services Request Period expires. Your request of Services will automatically expire after the Services Request Period expires.
  4. When a Promoter rejects your request or when the Services Request Period expires (with no reply from the Promoter) your deducted Promobay credits will be refunded back to your Member Account.
  5. When you make a request for the Services included in the Promotion (by pressing a “Order” button) you confirm that you understand and you agree that
    1. you have made sufficient evaluation of the Services included in the Promotion and have carefully considered them before making the request,
    2. you will not offer direct payments to Promoters using payment systems outside of the Platform;
    3. you are not legally or otherwise entitled to receive the Services and a Promoter may at his own discretion decide not to confirm your request,
    4. Promobay does not warrant or provide any guarantee that a Promoter will confirm your request for Services and you are not entitled to any rights, claims or remedies from or against Promobay if a Promoter has declined your request and/or Services Request Period has expired and if such rights, claims or remedies exist, you expressly waive any such rights, claims or remedies to the maximum extent permitted by law,
    5. your relevant information may be provided to the Promoter in order for them to make a decision if they choose to confirm or decline to provide Services to you,
    6. you can cancel your purchase of the Services only until the Services are provided.
  6. When you make a request for the Services included in the Promotion (by pressing a “Order” button) the Promoter confirms and warrants to you that
    1. all information provided in the Promotion are true, accurate and complete,
    2. he/she is entitled and has the necessary rights to provide Services included in the Promotion,
    3. if an agreement on the Services Specification is made within the Services Provision Period they will provide the Services without Failure within the Services Provision Period,
    4. they will honor any express promises given to you as part of Services Specifications that are not contained in these Terms.

How the agreement on the Services Specifications works

  1. If a Promoter confirms your request for Services, a negotiation part of the Platform will be made available to you where you will be able to discuss and agree with the Promoter on the Services Specifications within the Services Provision Period. In this process, you will be able to provide the Members Content you want to be included in the Services, agree on different Services Price and discuss and agree various details of the Services.
  2. If during the negotiation process a new Services Price is agreed between you and the Promoter the difference between Promotion Price and Services Price will be either deducted from or credited back to your Promobay credits and a Services Price will be held by Promobay until the transaction with the Promoter and the purchase of the Services is completed or cancelled.
  3. If no agreement on the Services Specifications is made between you, and the Promoter within the Services Provision Period and Services Provision Period is not extended, your request for Services is cancelled and your deducted Promobay credits will be refunded back to your Member Account.
  4. Once the Services Specifications are agreed and confirmed by you and the Promoter via the Platform you confirm that you understand and agree
    1. that you have made sufficient evaluation of the Services as agreed in the Services Specifications and have carefully considered them before agreeing to them,
    2. that the Promoter does not warrant suitability and worthiness of the Services to your needs and requirements nor does he or she warrant any reach of the Services to your customers and/or the general public,
    3. that the provision of the Services may be subject to terms and conditions of third parties who own and operate social network services and applications which are used by the Promoter to provide Services and Promoter must follow those terms and that those terms may change from time to time,
    4. that Promobay does not warrant or provide any guarantee that a Promoter will provide Services and you are not entitled to any rights, claims or remedies from or against Promobay if a Promoter fails to provide the Services and if such rights, claims or remedies exist, you expressly waive any such rights, claims or remedies to the maximum extent permitted by law,
    5. that you can cancel your purchase of the Services only until Services are provided,
    6. that you grant to the Promoter a worldwide, limited, non-exclusive, non-transferable, royalty-free license to use, view, copy, distribute, publicly display, publicly perform, transmit, stream, broadcast, access, view your Member Content solely for the purpose of providing of the Services as per Services Specifications,
    7. and warrant that you have necessary rights and consents to all Member Content that you provided to the Promoter to be included or used in the provision of the Services and that you will defend, indemnify, and hold the Promoter harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your Member Content.
  5. Once the Services Specifications are agreed and confirmed by you and the Promoter via the Platform the Promoter confirms and warrants to you that
    1. he/she is entitled and has necessary rights to provide Services as per Services Specifications,
    2. he/she will provide the Services without Failure within the Services Provision Period,
    3. he/she will honour any express promises given to you as part of Services Specifications that are not contained in these Terms.

How the provision of the Services works

  1. If the Services Specifications are agreed and confirmed by both Buyer and Promoter in the Platform, the Promoter is obliged to provide Services without Failure within the Services Provision Period.
  2. Services Provision Period may be extended if confirmed by both Buyer and Promoter.
  3. The Services are deemed provided by the Promoter on the Completion. Promobay will use any technical, electronic and other tools and measures at its own discretion to determine if and when the Completion occurred and such Completion will be binding for both Buyer and Promoter as the day when the transaction between Buyer and Promoter was completed.
  4. The Promoter is entitled to Services Price upon Completion. Upon Completion, the Services Price (as agreed in Services Specifications) in the form of Promobay credits will be credited to the Promoters Member Account in the form of Promobay credits.
  5. No additional fees will be charged to the Buyer for the payment of Services Price to the Promoters Member Account.
  6. If Buyers are not satisfied with the provision of Services by the Promoters, we encourage Buyers and Promoters to try and settle conflicts amongst themselves. If for any reason this fails, you can contact Promobay's Customer Support department for assistance here.

Pending Promotions

  1. Promobay may put Pending Promotions into the Platform along with Promotions.
  2. Pending Promotions are similar to Promotions, but were added into to Platform by Promobay. Pending Promotions show a verified social media account of their respective owner who are not Members of the Platform but who Members may want to engage with an offer to provide Services through the Platform. Pending Promotions will only show general and publicly available information of the social media account in question and will not contain a Promotion Price.
  3. Members who wants to engage an owner of the social media account specified in the Pending Promotion may place an offer to the owner (by pressing an “Place Offer” button) and offer a price they would be willing to pay for their Services. Promobay may suggest a fair price for Services to the owner based on various factors, but Members are free to offer whatever price they find appropriate.
  4. Upon placement of your offer, Promobay will contact the respective owner of the social media account with your offer and invite him to start negotiation process and possibly complete provision of Services on our Platform. If the respective owner accepts the invite to the Platform he/she will be required to create a Member Account and you will be able to continue your transaction the same way as with purchasing a Promotion.
  5. You agree and understand that Promobay does not warrant or guarantee that the respective owner will respond and/or agree to provide Services to you.

Promoter Terms

  1. For the period of time when you have at least one Promotion in the Platform, you are a Promoter and these additional Promoter Terms apply to you.

Creating a Promotion:

  1. Becoming a Promoter is free. To become a Promoter you will need to create a Promotion. When creating a Promotion, you will be required to verify that you are the rightful owner of the social media account that you wish to make available via Promotion or you are in rightful control of such an account and Promobay may use, at its sole discretion, any available technical or other methods to verify and determine that you are the rightful owner of the social media account that you wish to make available via Promotion or that you are in rightful control of such account. Promobay reserves the right to refuse a Promotion that does not pass the verification process as required by the Platform from time to time.
  2. You acknowledge and agree that you alone are responsible for any and all Promotions and Member Content you post. When you create a Promotion, you warrant a confirm to Promobay and to other Members that (i) all information provided in the Promotion are true, accurate and complete, (ii) you are entitled and have all necessary rights and consents to use listed social media account to provide Services included in the Promotion, (iii) you will not breach any agreements you have entered into with any third parties, (iv) will be in compliance with all applicable laws, tax requirements, intellectual property laws, and rules and regulations that may apply to any Services included in a Promotion you post, and (v) not conflict with the rights of third parties.
  3. Promobay assumes no responsibility for a Promoters’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Promobay reserves the right and may at any time and without prior notice, at its sole discretion, delete or disable any Promotion for any reason including when a Promotion breaches these Terms and/or fail the verification process and/or is objectionable for any reason or is otherwise harmful to the Platform.
  4. As a Promoter, you are free to set your own Promotion Price for your Promotions. However, keep in mind that the Promotion Price should reflect the market value and fair price for your Services. Promobay may set a minimum Promotion Price for Promotions from time to time.
  5. You agree and understand that when you create a Promotion and when you provide Services through the Platform, you will be bound to these Terms and Services must be provided under these Terms. With the exception of Service Specifications you are not entitled to change or modify these Terms or apply additional terms to the provision of the Services to Buyers and any additional terms you may have tried to impose on your Promotions and/or Services have no effect on Promobay and/or Buyers.

Purchase of the Promotion:

  1. If a purchase is requested for your Promotion by a Buyer, you will be required to either confirm or reject the purchase request within the Services Request Period, otherwise the request will automatically expire. When a purchase is requested via the Platform you will be provided with certain information of the Buyer and link to his/her Member profile.
  2. If you are unable to confirm or reject a purchase request within the Services Request Period, any credits deducted by Promobay in connection with purchase request will be refunded back to the Buyer. When you confirm the Buyers purchase request a negotiation part of the Platform will be made available to you where you will be able to discuss and agree with the Buyer on the Services Specifications within the Services Provision Period.
  3. You may cancel the negotiation process with the Buyer and reject their request at any time until you have already provided the Services to the Buyer, but keep in mind this might seriously affect a Buyers review and the rating they will give you. If no agreement on the Services Specifications is made between you and the Buyer within the Services Provision Period and the Services Provision Period is not extended, then your request for Services is cancelled and Buyers deducted Promobay credits will be refunded back to the Buyers Member Account.

Provision of the Services:

  1. When you confirm a purchase request of the Promotion to the Buyer, you confirm and warrant to the Buyer that if an agreement on the Services Specification is made within the Services Provision Period, you will provide the Services without Failure within the Services Provision Period and that you will honor any express promises given to the Buyer as part of the Services Specifications that are not contained in these Terms.
  2. If Promobay determines that Completion occurred, the Services Price will be credited to your Members Account in the form of Promobay credits.
  3. In consideration for the use of the Platform by Promoters, Promobay charges a Promoter’s Fees upon Completion of each transaction between the Promoter and Buyer. Upon Completion, Promobay will charge you the Promoter’s Fee at the rate determined by Promobay at that time. The amount of the Promoter’s Fee will be presented to you when you create a Promotion and/or upon Completion. Promobay may change the Promoter’s Fee rates at its own discretion, from time to time. Any changes to these rates will take effect on and from the date on which notice of the variation is posted on the Platform.
  4. Upon Completion with respect to the provided Services you understand and agree
    1. that you grant to the Buyer a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit your Member Content by any means of or to promote or market Buyers business,
    2. and warrant that you have necessary rights and consents to all Member Content that you provided to the Buyer to be included or used in the provision of the Services and that you will defend, indemnify, and hold the Buyer harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your Member Content.

Collecting your earnings:

  1. You understand and agree that you may request payment of any Promobay credits that you earned for the provision of Services from Buyers (less Promoters Fees). For this purpose, you agree and authorize us to collect money from Buyers on behalf of you and hold them on behalf of you free of any charge and fees to you until you request for withdrawal of money. Promobay may, at our own discretion, at any time decide to pay you your earnings without a request. You must provide us with the correct details and payment method when you request your earnings. Promobay may use another company or service (such as Paypal) to distribute your earnings to you. You agree you may bear some or all expenses incurred by Promobay in paying earnings to you.
  2. It is possible for either you or Promobay to decide to issue a credit or refund to a Buyer in certain circumstances involving issues with your Services (such as Failure), or transactions that may be reversed for other reasons. If that happens, we reserve the right to deduct from your Members Account any amount that would otherwise be payable to you.
  3. In consideration for the payment of your earnings, Promobay charges a Processing Fee to Promoters. Upon payment of your earnings, Promobay will charge you a Processing Fee at the rate determined by Promobay at the time. The amount of Processing Fee will be presented to you when requesting payment of your earnings. Promobay may change Processing Fee rates at its own discretion, from time to time. Any changes to these rates will take effect on and from the date on which notice of the variation is posted on the Platform.
  4. You understand and agree that earnings are made available for withdrawal from the Member’s Account Promobay credits following a safety clearance period of 14 days after the Completion of those Services.
  5. In addition, you understand and agree that Promobay may set a certain minimum threshold amounts of earnings which you may request to be distributed to you from your Members Account. This minimum threshold is set to € 10 and may be changed by Promobay at any time.
  6. For security concerns, Promobay may temporarily disable a Promoter’s ability to withdraw revenue to prevent fraudulent or illicit activity. This may come as a result of security issues, improper behaviour reported by Buyers, or associating multiple Members Accounts to a single withdrawal provider.
  7. To avoid any confusion, only your earnings from paid Services Price from Buyers will be payable to you. Promobay credits that you deposited into your Members account as a Buyer are not able to be withdrawn or refunded.
  8. Earnings paid from your Member Account are converted by us from Promobay credits to euros (€) at a rate of one (1) euro (€) being equal to one (1) Promobay credit, and it will be paid to you via your chosen payment method in euros. You understand and agree that that you bear all the costs of the conversion related to the conversion of euros into your local currency and the financial institution that makes the conversion and payment may charge additional fees related to this transaction. Promobay has no control over these costs and fees.

Member Reviews and Ratings:

  1. Our Platform allows Buyers to create reviews of their experience with Promoters and to rate their satisfaction with the Promoters negotiation process and Services provision. Reviews will be visible to other Members and will provide other Members and potential buyers a tool to help them evaluate if they want to purchase Services from you based on the experiences of previous Buyers.
  2. Keep in mind that when communicating and dealing with Buyers, good reviews and higher ratings can help you greatly in attracting more buyers while bad reviews and lower ratings may discourage Member from purchasing your Services.
  3. We encourage every Promoter to play fair, maintain a pro customer attitude and treat every Buyer as a valued business partner.
  4. Feedback reviews will not be removed by Promobay unless there are clear violations to these Terms. Reviews and ratings may be removed if mutually agreed between Buyer and Promoter.

Charity:

  1. We support charity and encourage Promoters to support those in need and good causes.
  2. Our Platform allows you to support our partnered organizations by donating part or all of your earnings from provision of Services to them. You understand and agree that you may only donate your earnings from provision of Services less Promoters Fee charged by Promobay.
  3. When you choose to donate some or all of your earnings from provision of Services then upon Completion or upon your request (when donating from your earnings already credited to your Promobay credits) additional Promoters Fee in the sum of donated earnings shall be charged by Promobay to you and shall be deducted from your earnings or Promobay credits and Promobay will transfer such sum (minus VAT, income tax and other taxes) to your chosen partnered organization.
  4. You understand and agree that Promobay will deduct VAT and income tax from your donated amount and your chosen partnered organization will receive donated amount minus these taxes. Before you choose to donate any funds to our partnered organizations you will be provided with a detailed breakdown of all deductions Promobay will make from donated amount and show you the final amount that will be transferred to chosen partnered organization.
  5. We will inform you when we transfer donated funds to your chosen partnered organization. We will also inform your chosen partnered organization that we have donated those funds in your name.
  6. If possible, we will try to inform you how your donated funds have been used by your chosen partnered organization.

Transaction Documents

  1. The Platform will contain and store statements, receipts and invoices (where applicable) of all the transactions made between Buyers, Promoters and Promobay. These documents are available for download through your Member Account dashboard.
  2. Promobay will store these documents for the period of time required by applicable law, but Promobay does not guarantee that these documents will be available to you anytime in the future.
  3. You are solely responsible for downloading these documents as soon as they are available in the Platform and store them for your record keeping purposes. If your access to the Member Account is restricted or prohibited or if your Member Account is deleted for any reason, Promobay is not responsible to provide to you any of these documents and you are not entitled to any rights, claims or remedies from or against Promobay in such a case.

User Conduct

  1. You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Platform, Services, Member Content and Promobay Content. As a user of the Platform, you commit yourself and agree
    1. to use the Platform only in a permitted way within the functionalities that we have created for the use of the Platform and only within the interface and programs that we provide for the use of the Platform,
    2. to use the Platform only in accordance with these Terms and/or the applicable laws of Slovakia and/or the country of your residency or location;
    3. not to use the Platform, Promobay Content or Member Content to find a Promoter, Buyer or owner of social media accounts and then complete a transaction independent of the Platform, in order to circumvent the obligation to pay any fees related to Promobay’s provision of the Platform or for any other reasons;
    4. not to make a payment for Services Price outside of the Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Promobay harmless from any liability for such payment;
    5. not to impose, store, transmit or otherwise disseminate through the Platform content that infringes the rights of third parties or is unlawful, abusive, offensive, obscene, fraudulent or otherwise inappropriate;
    6. not to distribute, store, transmit or otherwise disseminate through the Platform content containing personal or identifying information of any person other than you if you do not have the consent of that person for such use;
    7. not to distribute, store, transmit or otherwise disseminate through the Platform any malicious computer code, files or programs intended to disrupt or disable the use of the Platform or any other software or hardware;
    8. not to upload, store, transmit or otherwise disseminate through the Platform misleading or false data and information that is intended to mislead other users or obscure the origin of the transmitted message;
    9. not to collect, process or otherwise dispose of Promobay Content or other Members Content or personal data of other Members for any purpose not expressly permitted in these Terms;
    10. as a Promoter, not to submit any Promotion with false or misleading information, including Promotion Price information, or submit any Promotion with a Promotion Price that you do not intend to honor;
    11. not to add the same Promotion twice or to inappropriate categories or locations, or otherwise conflict with instructions to properly add Promotions and content to the Platform;
    12. not to add, post, distribute to the Platform content that is unrelated to the purpose of the operation of the Platform, in particular you may not use the Platform to distribute any political, ideological or other similar content;
    13. not to use the Platform to provide any services or to sell, rent or otherwise provide items whose provision or sale is forbidden, limited by applicable law, contrary to good morals or otherwise inappropriate;
    14. not to use the Platform to send or disseminate any form of promotion or third-party advertisements or their products and services (including their websites, social media) that are not expressly authorized by Promobay or to send or disseminate unsolicited emails (spam);
    15. not to use the Platform in any way for the operation or promotion of competitions, games or gamble, providing of loans or other financial services, job offers, propaganda, spam, hoax, fake news, fraud or otherwise in an inappropriate manner;
    16. not to sell, rent or otherwise provide or offer the Platform or any part thereof to third parties without the consent of Promobay (as "cloud computing" or "software as a service") or the right to use the Platform under these Terms or in any manner that falsely implies Promobay endorsement, partnership or otherwise misleads others as to your affiliation with Promobay;
    17. not to dilute, tarnish or otherwise harm the Promobay brand in any way, including through unauthorized use of Promobay Content and/or Member Content, registering and/or using Promobay or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Promobay domains, trademarks, taglines, promotional campaigns or Promobay Content an/or Member Content;
    18. not to use automatic applications, scripts, tools, robots and other processes to scrape, process or otherwise access any part of the Platform, Promobay Content or Member Content, to distribute messages to other Members, to tag posts and add comments or use the Platform in any other way without human intervention by the user;
    19. not to illegally access or use computer program, system, server or service infrastructure of the Platform to perform any activity that threatens the operation of the Platform, reduces its quality or impairs its functionality;
    20. advocate, encourage, or assist any third party in doing any of the foregoing.
  2. Promobay has the right (but not obligation) to monitor your access and use of the Platform and investigate and prosecute any violations of any of the above to the fullest extent of the law. In addition, Promobay may take a range of actions against you, including but not limited to removing or disabling access to your Member account, any or all of your Member Content or deactivating or cancelling your Promotion(s). In cases where we will disable access to your Member Account, we are authorized to delete and remove any Member Content you provided or uploaded to the Platform.
  3. Promobay reserves the right, at any time and without prior notice, to remove or disable access to any Members Content that Airbnb, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform.
  4. Promobay reserves the right to access, preserve and disclose any information about you and provided by you that is required by law or that we consider appropriate a necessary to (i) respond to claims asserted against Promobay or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with Members and users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Promobay, its users, or members of the public.

License Agreement

General license:

  1. Promobay is the exclusive owner or holder of all intellectual and industrial property rights and other proprietary rights to the Platform (its software, applications, database etc.) and the technology associated with it, Promobay Content, trademarks, logos and any other distinctive signs of the Platform and any part thereof.
  2. By using the Platform you will not acquire any of these intellectual and industrial property rights, licenses, sublicenses or other rights to the Platform and/or Promobay Content unless expressly specified in these Terms.
  3. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform, Promobay Content, Member Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Promobay or its licensors, except for the licenses and rights expressly granted in these Terms.
  4. You are not authorized to modify the source or machine code of the Platform and try to reverse them or otherwise interfere with its functionality. The Platform is not provided under any of the freely-licensed licenses (GNU GPL and other freely-licensed licenses).
  5. Subject to your compliance with these Terms, Promobay grants you a limited, non-exclusive, non-transferable license to use the Platform and download and install a copy of the Platform on each mobile device or computer that you own or control and run such copy of the Platform solely for your own personal use.

Promobay Content:

  1. Subject to your compliance with these Terms, Promobay grants you a limited, non-exclusive, non-transferable license, to access and view any Promobay Content solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

Member Content:

  1. Promobay may, in its sole discretion, permit you to post, upload, publish, submit or transmit Member Content onto the Platform.
  2. Subject to your compliance with these Terms, Promobay grants you a limited, non-exclusive, non-transferable license, to access and view any Member Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
  3. By making available any Member Content on or through the Platform, you hereby grant to Promobay a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Platform. Promobay does not claim any ownership rights to any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
  4. You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Promobay the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Promobay’s use of the Member Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Value Added Tax

VAT on our fees:

  1. Promobay is a registered EU VAT payer in Slovakia with VAT no.: SK2120372925.
  2. All our fees will include an applicable VAT as valid in Slovakia from time to time. Promobay will provide a valid EU VAT invoice for all such fees which will be available to download in your Member Account dashboard.
  3. If you are a registered EU VAT payer you are required to fill out your valid EU VAT registration number in your profile and the billing information pages, and keep all your information current, accurate and complete at all times.
  4. If you are a registered EU VAT payer in an EU country other than Slovakia then VAT will not be charged to Promobay fees and Buyers and Promoters are required to use Reverse Charge Mechanism to account for VAT.

VAT between Buyers and Promoters (only applicable for VAT in European Union):

  1. All Promotion Price and Services Price will be net of EU VAT (where applicable) but will show valid VAT that will be added to them if the Promoters is a registered EU VAT payer and he/she will provide this information to Promobay.
  2. If Buyers and/or Promoters are registered EU VAT payers they are required to fill out their valid EU VAT registration number in their profile and billing information pages and keep all their information current, accurate and complete at all times. Promobay is not responsible to determine and check this information and will not be liable for any damages to anyone with connection to Promoters and Buyers withholding this information from Promobay.
  3. Platform will account for EU VAT on transactions between Promoters who are registered EU VAT payers and Buyers. Once a transaction between Promoter and Buyer via Platform is completed, the Platform will create and provide to both Buyer and Promoter a valid EU VAT invoice for the Services Price that the Promoter has earned for providing his Services based on the information filled out by Buyers and Promoters in their profile and billing page.
  4. For this purpose Promoters agrees and authorize Promobay to issue on their behalf and in their name a valid EU VAT invoice that will be used by Promoter and Buyer to account for VAT between them. Both Promoters and Buyers are required to accept the invoice created by the Platform to account for VAT between them.
  5. If a Buyer is a registered EU VAT payer in an EU country other than the country of the Promoter, then VAT will not be charged on Services Price and Buyers and Promoters are required to use the Reverse Charge Mechanism to account for VAT between them.
  6. Both Buyers and Promoters are solely responsible to pay EU VAT tax, manage their EU VAT tax returns and any other EU VAT responsibilities within your local country and your local legal and tax regulations. Buyers and Promoters warrant and confirm that they will defend, indemnify, and hold Promobay harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with their EU VAT responsibilities.

Other Taxes

  1. You agree and understand that any earnings that you receive from Promobay are your responsibility to manage appropriately within your local country and your local legal and tax regulations. Promobay cannot and will not provide advice on how you should proceed to pay taxes on your earnings.
  2. We encourage you to seek out professional advice on tax-law and filing taxes. While the specifics of your country’s tax laws might be different, there’s a good chance that your government still wants you to declare your income.
  3. Furthermore, you understand and agree that you are solely responsible for (i) determining your applicable tax reporting and paying requirements, (ii) file proper tax returns and pay applicable taxes, and (iii) determining the taxes that should be included, and for including taxes to be collected or obligations relating to applicable taxes in your Promotions and Services provided (with the exception of EU VAT).
  4. Buyers and Promoters warrant and confirm that they will defend, indemnify, and hold Promobay harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with their tax responsibilities.

Modification of the Platform

  1. We reserve the right, at our sole discretion and at any time without prior notice, to modify, supplement, suspend or terminate the operation of the Platform or any part thereof or impose new restrictions on the use of the Platform.
  2. You are not entitled to request any claims, damages, losses or costs you may have suffered in connection with the modification, addition, suspension or termination of the Platform or any part thereof or in connection with your use of the Platform.

Change of Terms, Termination

  1. Promobay reserves the right, at its sole discretion and at any time without prior notice, to change these Terms at any time. If we change these Terms, new Terms will be made available to you in the Platform or provide you with notice via email. Changes to the Terms will be effective at the time of posting.
  2. If you continue access or use the Platform under modified Terms it will constitute acceptance of the modified Terms. Additionally, if the modified Terms contain material changes applicable to existing Members (by decreasing your rights or increasing your responsibilities), we will provide you with notice prior to the changes taking effect.
  3. If the modified Terms are not acceptable to you, your only recourse is to cease using the Platform. If you do not close your Member Account you will be deemed to have accepted the changes.
  4. These Terms or modified Terms changed at any time in the future a valid and effective for indefinite period of time until either you or Promobay terminates them according to these Terms.
  5. Promobay may immediately, without notice terminate these Terms if (i) you have materially breached these Terms or our policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the “User Conduct” provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Member Account registration, or Promotion process or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) Promobay believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, Promobay or third parties, for fraud prevention, risk assessment, security or investigation purposes.
  6. In addition to this, Promobay may deactivate or delay Promotions or other Member Content, cancel any pending or confirmed purchases of Services, limit your use of or access to your Member Account and the Platform or temporarily or permanently suspend your Member Account if (i) you have breached these Terms or our policies, including material and non-material breaches, or (ii) Promobay believes in good faith that such action is reasonably necessary to protect the safety or rights of Members, Promobay or third parties, for fraud prevention, risk assessment, security or investigation purposes.

Disclaimers

  1. You understand and agree that you use the Platform, Promobay Content, Members Content or any parts thereof solely at your own risk. Promobay does not have an obligation to check or verify any of its Members statements and communications with you and Promobay does not make any representations and warranties as to the statements and interactions of the Members with you.
  2. Promobay is operating and providing the Platform “as is” without any warranties or representations, either express or implied. In addition, Promobay is not responsible for any defects of the Platform and does not provide a guarantee for the quality of the Platform. Promobay does not explicitly provide or make any warranties and representations that (i) the Platform or any part thereof (including Promotions, Member Content and Promobay Content) will be provided in a timely, uninterrupted and error-free manner; (ii) the Platform and any part thereof will be compatible and will work with other hardware, software, systems or data without any error; (iii) bugs and faults of the Platform or any part thereof will be removed properly and in a timely manner.
  3. Promobay is not responsible for your interaction, communications, business and transactions with other Members or third parties made or concluded through or on the Platform. Any such relationship between you and the other users or third parties made or concluded through or on the Platform arises and is made exclusively between you and such persons. In particular, Promobay is not responsible for the quality, quantity, merchantability, satisfactory quality, fitness for a particular purpose, quiet enjoyment or non-infringement or any other features of the Services purchased through the Platform, and you agree and understand that you purchase any Services through or on the Platform solely at your own risk and liability. If at any time Promobay is legally liable for the quality, quantity, merchantability, satisfactory quality, fitness for a particular purpose, quiet enjoyment or non-infringement or any other features of the Services purchased through or on the Platform, then you agree that you are purchasing these Services as they are and without any warranty. In the event that Promobay is required to provide you with a statutory warranty under the applicable jurisdiction, in such case we will only provide you with a warranty to that extent and will otherwise exclude any warranty.

Limitation of Liability

  1. You agree and understand that Promobay shall not be, to the maximum extent permitted by law, liable for any your access or use of the Platform, Members Content, Promobay Content, Promotions or any part thereof or any purchases of the Services you make via the Platform or any interactions with other users of the Platform whether in person or online.
  2. Neither Promobay nor any other party involved in creating, producing, or delivering the Platform, Members Content or Promobay Content will be liable for any incidental, special, exemplary, punitive or consequential damages (including loss of revenue, loss of profit, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services or for any damages for personal or bodily injury or emotional distress arising out of or in connection with access, use and inability to use the Platform, Members Content or Promobay Content or any part thereof or interactions and communications with other users of the Platform, Members Content or Promobay Content whether based on warranty, breach of contract, tort (including negligence), product liability or any other legal title even if forseeable and whether or not Promobay has been informed of the possibility of such damage.
  3. In the case that Promobay shall be liable for any damages under these Terms or under statutory warranties and with the exception of our obligation to pay earnings to Promoters pursuant to these Terms, under no event shall Promobay`s aggregate liability arising out of or in connection with these Terms exceed the amounts you have paid to Promobay in fees via the Platform in the 12 month period prior to the event giving rise to the liability or sum of €100 if no such payment has been made. The limitation of damages set forth is a fundamental part of your agreement with Promobay and shall apply in all circumstances to the maximum extent permitted by law.

Indemnification

  1. You agree to release, defend and indemnify Promobay and its affiliates and subsidiaries, and their officers, directors, employees and agents against all losses, costs (including reasonable legal costs and accounting fees on a full indemnity basis), expenses, demands or liability that they incur arising out of, or in connection with, a third party claim against us relating to your access or your use of the Platform and any part thereof or any Members Content you post to the Platform (including, if you are a Promoter, your Promotions).
  2. If you are a Buyer, you understand and agree that Promobay is not responsible for, and you release Promobay from liability arising out of or in connection with the Promotions and Services on the Platform and information provided by the Promoters about their Promotions (including on any Promotion page) and your use of the Services purchased via the Platform.

Entire Agreement

  1. With the exception of documents referenced and incorporated herein or by additional Promobay policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms contain a complete, exclusive and entire agreement between you, Promobay and other Members regarding the use of the Platform and any part thereof and supersede any prior written or oral agreements or arrangements between you, Promobay or other Members regarding the use of the Platform or any part thereof.

No partnership

  1. Nothing in these Terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and Promobay, or between you and any other Member. Neither you nor Promobay can bind each other in any way. Promobay is, however, an agent of the Promoters only for the limited purposes of collecting their earnings from Buyers under these Terms.

Assignment

  1. You may not assign or transfer these Terms, by operation of law or otherwise, without Promobay’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Promobay may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

No waiver

  1. The failure of Promobay to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Promobay.

Severance

  1. If any provision of this Terms (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, that provision shall be ineffective to the extent of such illegality, invalidity or unenforceability but the other provisions shall remain in force.

Notices

  1. Any notice you send us must be submitted via email address support@promobay.com. Any notice we send to you will be emailed to your Members Account email address.

Applicable Law, Jurisdiction

  1. The laws of Slovakia will govern these Terms. You and Promobay understand and agree that the courts of Slovakia have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

These Terms are valid and effective from 1 August 2017.