Terms of Use
tinyvisits.com
Effective as of: September 26, 2024
These Terms of Use (the “Terms”) shall govern relationships between Algopine s.r.o. with registered office at: Klincová 37, Slovak Republic, Business ID no: 51 983 702, registered in the Commercial Register, kept by Municipal Court Bratislava III, Section Sro, File no. 132248/B, (the “Company”, “Tinyvisits”, collectively “we”, “us”, “our”) and Clients (hereinafter “Client” or “you”, “your”) with regard to the tinyvisits.com services (hereinafter “Services”) and usage of our website provided by the Company where there are no other agreements in place.
By visiting this website, purchasing our Services, you agree to be bound by the following Terms. Notwithstanding provisions of other agreements you can enter into with us, these Terms shall prevail with respect to issues not addressed by such other agreements. If you disagree with these Terms or any part of these Terms, you must not use this website and our Services.
Definitions
The following terms used in these Terms have the following meanings:
"Applicable Law" means any statute, statutory instrument, bye-law, order, directive, treaty, decree or law; and legally binding rule, policy, guidance or recommendation issued by any governmental or statutory body, which relates to these Terms;
“Applicable Privacy and Data Protection Law” means the EU GDPR, e-Privacy directive No. 2002/58/EC, e-Privacy regulation when and adopted, any applicable EU Member State data protection and privacy laws or implementations, the Swiss Federal Data Protection Act of 19 June 1992, if applicable, UK GDPR and Data Protection Act 2018 if applicable, the California Consumer Privacy Act and US Children’s Online Privacy Protection Act; if applicable, and any amendments thereof;
“Fees” or “Fee” means the financial remuneration for the Services provided to the Client and paid to us in the amount and in accordance with the payment terms agreed under these Terms;
“Client” means a subject that uses the Services, typically a business or an organization that runs a website for which the Services are ordered;
“Client Account” means the dedicated access account created by the Client within the Platform for the purpose of using the Services;
“Platform Data” means all data (including Client Personal Data), (e.g. hashed and masked IP address, cookie ID, user browser agent, website) or non-personal data (aggregated statistics, approximate geographical location, e.g. city, state, etc.) that the Client entrusts for our processing by uploading it to the Platform or by providing it to us via use of our Services under the Data Processing Agreement;
“Data Processing Agreement” or “DPA” means data processing agreement concluded between the parties as per Schedule 1;
"GDPR" means the General Data Protection Regulation adopted at the level of the European Union;
“Intellectual Property Rights” or “IPR” means any work, information, patent, database, trademark, code, source code, graphic, software, its documentation, name, mark, image, text, meta-tag or other item protected or eligible for protection under applicable intellectual property or copyright laws that belongs to the Company or rights to whose belong to the Company;
“Privacy Policy” means the Company's Platform Privacy Policy available and updated from time to time at: tinyvisits.com/privacy-policy;
”Platform” means the platform tinyvisits.com owned and operated by the Company as a strictly privacy respectful website analytics SaaS;
"Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of personal data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of personal data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018;
“SaaS” means Software as a Service; it is a cloud-based model for delivering software applications involved in Platform to Client´s website.
“Services” are “software-as-a-service” type of online services that the Company provides via the Platform to its Clients.
1. Terms of Use
1.1 Client agrees and accepts these Terms via the functionality of the Platform by clicking “Accept Terms” (or similar command referring to these Terms), by using the Services and the Platform or by accepting or approving any offer of Services or Platform by the Company that incorporates these Terms by reference. These Terms are concluded by electronic means only and form the entire agreement between the Parties.
1.2 Services are available to the Client upon acceptance of these Terms and after a completed registration of the Client Account on the Platform. Client represents and warrants that person completing the Client Account is an authorized representative of the Client.
1.3 The Client agrees to use the Services for the purpose intended by and in accordance with these Terms, in accordance with applicable laws and any other rules that may apply to the Client. Any use of the Services that is contrary to the rules so defined shall be deemed to be a material breach of the Terms.
1.4 The Company uses reasonable efforts to maintain the continuous availability of Services. However, Client acknowledges and agrees that Services may not be available at any time without breach of these Terms.
1.5 The Company reserves the right to immediately stop providing any Services and remove any Client Account that is being used or is reasonably deemed to be used in violation of these Terms or applicable laws.
1.6 The Client hereby declares that the Client has been duly instructed and acknowledges that the Services are made up of electronic content not delivered on a tangible medium, and that the use of the Services has been commenced with the Client's express consent, whereby, at the same time, the Client ceases to have the right to withdraw from the Terms in accordance with the relevant legislation applicable to the consumer protection in the sale of goods or provision of services under a distance contract.
2. Services
2.1 Unless otherwise agreed by the Parties, the Services always comprises of one service level instance that comprises of the following: (i) automated reports sent to the Client weekly by email; (ii) preparation of analytics insights and dashboards; (iii) evaluation of website traffic allowing understanding of all core Client´s website visitor metrics – e.g. page views, uniques, popular pages, sources, (iv) Consent Management Platform (CMP) allowing granting and withdrawal of consent with cookies, (v) tracking of the Client browsing based on granted consent. The Company shall duly provide the Services in accordance with these Terms.
3. Platform
3.1 Ownership. The Platform is operated and remains fully and exclusively owned by the Company. The Client is allowed to use the Platform only to the extent provided for in the these Terms on a strictly non-exclusive basis.
3.2 SaaS. The Platform is operated and provided by the Company on a “software as a service” basis as part of the Services, it is a cloud-based model for delivering software applications involved in Platform to Client´s website. The Client acknowledges that the Company continuously develops the Platform and that the list of individual software solutions, tools, engines or components of the Platform comprises of as well as their in-house names or designations continuously changes without the need to amend the Terms or notify the Client.
3.3 3rd party downtime. Client agrees that unavailability of third-party systems (i) may affect the availability of the Platform and/or the Services, (ii) is beyond the control of the Company, (iii) will not be part of computations regarding the uptime guarantee, and (iv) will result in no refunds to Client.
3.4 Force Majeure Event. The Company shall not be responsible for delays or failures in performance of these Terms resulting from a Force Majeure Event. The Company will make commercially reasonable efforts to re-establish Services as soon as possible in the event of a Force Majeure Event.
3.5 Beta and Beta Testing Program. Some, or all parts of Services may from time to time be available for selected Clients in Beta version format. Such features or parts of Service are marked as "Beta", or otherwise similarly marked as Beta on Service website. Beta version is provided on an "as is" basis without warranty of any kind, whether express or implied, including without limitation, the implied warranties of merchantability, non-infringement, accuracy, completeness, performance and fitness for a particular purpose. Beta version may contain bugs, errors, may not work properly and contain other problems. Notwithstanding anything to the contrary, Company shall not be responsible for any indirect, exemplary, incidental, special or consequential damages, for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business.
4. Fees, Invoicing and Payment Terms
4.1 Fees. Services are provided for monthly Fees to be paid by the Client. Fees for the provided Services are determined based on the number of page views from the previous calendar month recorded by the Platform. Fees are divided into the following categories:
| Number of Page Views per Month / Number of domains | Monthly Fee |
|---|---|
| Up to 5,000 Page Views / 1 domain | 6 EUR |
| Up to 10,000 Page Views / Up to 2 domains | 10 EUR |
| Up to 25,000 Page Views / Up to 4 domains | 19 EUR |
| Up to 100,000 Page Views / Up to 10 domains | 59 EUR |
| Up to 500,000 Page Views / Up to 20 domains | 119 EUR |
| Over 500,000 Page Views / 21+ domains | Contact us - custom pricing |
4.2 Fees are the only remuneration for the Service, there is no other subscription, license fee or similar payment. If the mode monthly number of page views in a given 3-month period exceeds the limit of the relevant price category, the Fee for the following month will be automatically adjusted according to the updated number of page views and it will remain so for the following months.
4.3 Invoicing. Client will be invoiced on a monthly basis and in electronic form only, using invoicing details provided by the Client via the Platform with due date of 7 days. The Client remains responsible for updating correct invoicing details to the Company. The invoice will be delivered to the Client via the functionality of the Platform or via email, at the Company’s discretion. The invoice date will be moved one month forward from the date of the first payment for the Service. Payment and invoicing will be carried out automatically through a 3rd party payment service provider (e.g., Billwerk+).
4.4 VAT. The Fees are exclusive of any applicable VAT or any sales tax which shall be added to such amounts pursuant to any local and international tax legislations. The Client shall pay all applicable taxes if invoiced or as may be applicable in accordance with this clause.
4.5 Non-payment. If the Client fails to pay any Fees on time, the Company may (without prejudice to its other rights or remedies) charge the Client later interest payment on such owed due sums at the rate of 10% per annum above the base statutory late payment fee and terminate provision of the Services in accordance with Section 7.2 below.
5. Intellectual Property Rights
5.1 The Client or its licensors shall retain all right, title and interest in and to the Client IPR and Platform Data and the Company or its licensors shall retain all right, title and interest in and to the Company IPR.
5.2 The Company may use Client IPR and Platform Data only to provide the Services to the Client and to perform other rights and obligations under these Terms save that the Company may further use the Platform Data for: (i) improving the quality and reliability of the Platform; and, (ii) maintaining the security and operational integrity of the Platform or Services, including for security monitoring and incident management, managing the performance and stability of the Platform.
5.3 The Client agrees not to remove, suppress or modify in any way any proprietary marking on the Platform or Services (including any trademark or copyright notice).
6. Liability
Nothing in these Terms shall limit or exclude a party's liability for (i) death or personal injury caused by its negligence; (ii) fraud; or (ii) any other liability which cannot be excluded by applicable law. Subject to previous sentence, neither party shall be liable to the other for any: loss of profit, revenue, goodwill, anticipated savings, corruption of data or account of profits (in each case whether direct or indirect); or indirect loss, arising out of or in connection with these Terms or any breach or non-performance of it no matter how fundamental (including by reason of that party’s negligence). Subject to the above, each party’s maximum aggregate liability arising out of or in connection with these Terms or any breach or non-performance of them no matter how fundamental (including by reason of that party’s negligence) will be limited to 100% of the total Fees actually paid in the 3 months prior to the date on which the first claim was made by the other party.
7. Term and Termination
7.1 The Services are provided for indefinite period, until terminated by any party. The Services may be terminated by the Client at any time upon serving the Company 1 month prior written notice submitted by e-mail or by clicking a "Cancel service", "Cancel plan" or similar link inside Platform dashboard. If the Client materially breaches Terms, the Company may unilaterally terminate all Services and Client´s Account.
7.2 Upon termination, suspension or expiry of the Services for any reason: (i) the Client shall immediately cease using the Services, and the Company IPR, the Client will remove all Tinyvisit’s consent banner and page view tracking logic and code snippets from Client’s websites and the Client shall pay all outstanding Fees and payments due under the Terms; (ii) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms that existed at or before the date of termination or expiry, shall not be affected or prejudiced and unless expressly agreed otherwise, all licences and access rights granted shall immediately terminate; (iii) the Company suspends and deactivates the Client Account; and (iv) the Company deletes the Platform Data provided the Client had already downloaded the Platform Data and informed the Company it does not need the Platform Data or had at least 1-month prior notice and opportunity to download such data before their permanent deletion.
8. Confidentiality
Parties shall treat all Platform Data and other sensitive information labelled by other party as confidential as confidential information and shall only disclose such confidential information in the manner and to the extent expressly permitted by this section. A party may disclose confidential information: (i) if and to the extent required by law or order of the courts, or by any securities exchange or regulatory or governmental body to which such party is subject, wherever situated; (ii) on a necessary basis and under conditions of confidentiality to the professional advisers, auditors and bankers of such party; (iii) if such confidential information has come into the public domain other than by a breach of any obligation of confidentiality; or (iv) with the prior written approval of the other party. The Company may disclose confidential information to any of its employees or contractors who need access to that confidential information for the Company’s obligations to be performed or to defend any claim.
9. Data Protection
9.1 For any processing of personal data by virtue of providing the Services, the parties will comply with the Data Processing Agreement set out in Schedule 1 to the Terms under which the Company acts as the Client’s data processor.
9.2 With regard to confidentiality, the parties acknowledge that the Company, as part of providing, testing, load testing and improving the Services creates aggregated, irreversibely anonymised and completely de-linked data by way of patterns, trends, knowledge, metadata or other insights: (i) by aggregating Platform Data with other data in a de-identified and fully and irreversibely anonymised manner; and/or (ii) comprising anonymous learnings, logs and data regarding the use by the Client of the Services (jointly as the “Anonymised Data”). The parties agree that the Company may use such Anonymised Data for any lawful business purpose during or after the relevant Term (including without limitation to develop, provide, operate, maintain, and improve the Company products and services and to create and distribute reports and other materials). For avoidance of doubts, the Company shall not use the Anonymized Data (nor Platform Data) for any direct marketing purposes, communicating with end users or singling out any devices or individuals on its basis.
9.3 Page View Tracking End-User Consent. The Service collects page views on Client’s website. End-user consent and page views can be for example collected by placing and activating a short JavaScript (JS) or similar snippet on Client’s web pages. The Client acting as the sole controller is always obliged to verify with its legal counsel whether to use to obtain end-user consent under Article 5(3) of the ePrivacy directive (as implemented) or under similar Applicable Data Protection Law, before starting the page view collection by Tinyvisits. The Company recommends using end-user consent, which can for example be obtained by using one of the industry standard cookie banner consent platforms, or by using a JS or similar snippet provided by Company to Client through our integration and setup pages. The Client agrees the Company has no liability for complying with or breaching the above legal requirement.
9.4 Children. The Client remains solely responsible to comply with Applicable Data Protection Laws specifically addressing processing personal data or information about children (for example COPPA), including the need to obtain parental consents or approvals. Nature of the Services does not allow the Company to verify age of end-users which the Client accepts. The Client agrees the Company has no liability for complying with or breaching the above legal requirement.
10. Prohibited activities
The Client will not, directly or indirectly: interfere with the Services to cause any disruption or limitation of proper functioning of the Services; attempt to gain unauthorized access to any part of the Services; engage in any hacking activities directed against the Services; initiate or participate in any DoS / DDoS or similar attacks directed against the Services.
11. Final provisions
11.1 Publicity. The Client hereby agrees that the Company can publish general information about collaboration with the Client on its websites, social media and marketing materials including using the Client’s business name and trademarks as well as company name, logos, marks.
11.2 Severance. If any term under these Terms is or becomes invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is valid, legal and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. Any modification to or deletion of a term shall not affect the validity and enforceability of the rest of the terms.
11.3 Governing law and jurisdiction. The Terms and any disputes or claims arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with laws of Slovak Republic. The Parties agree that the Slovak courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms.
11.4 Amendments. These Terms may be updated and amended unilaterally by the Company from time to time with the effect as of their publishing at Platform or at different domain determined the Company. New version of the Terms is effective as of their publishing or as of the later effective date specified therein.
Schedule 1 – Data Processing Agreement
1. Subject-matter. The Client hereby appoints the Company as its data processor to process the personal data on its behalf. Each party shall comply with its obligations under the Applicable Privacy and Data Protection Law.
2. Duration and termination. This DPA forms an inseparable part of the Terms. The Client acknowledges that it might be impossible to provide Services in accordance with the Terms without processing the personal data pursuant to this DPA. Therefore, this DPA can only be terminated by termination of the Terms as a whole. Upon termination of the Terms, the Company shall at the choice of the Client either return or securely delete all personal data processed under such Terms, unless there is a requirement or entitlement to store such data longer under the EU law or the EU member state law or any Slovak law that applies to the Company or in respect of personal data which is archived on back-up systems, in which event the Company shall securely isolate and protect from any further processing except to the extent required by such law until deletion is possible.
3. Nature of processing. The nature of personal data processing under this DPA is determined by the nature of Services provided by the Company with the following characteristics: (i) processing of personal data shall only be made as far as necessary to provide the Services; (ii) the processing should generally appear as done by the Client as the principal / data controller; (iii) the Company does not have access to all data held by the Client or third party, which can be used for the potential identification of Clients pursuant to the recital 26 of the GDPR.
4. Purposes of personal data processing. The Client appoints the Company to process the personal data for the following purposes of processing undertaken by the Client: (i) using of marketing analytics tools; (ii) targeting and personalization of Ads; (iii) fulfilling of the legal obligations (related to GDPR consent); (iv) statistical purposes.
5. Types of personal data. Parties do not foresee processing of special categories of personal data pursuant to the Article 9 of the GDPR or personal data about criminal convictions pursuant to the Article 10 of the GDPR. Parties foresee processing of the Platform Data as explained in the Privacy Policy. Parties will apply this DPA to any Platform Data irrespective if it constitutes personal data or not.
6. Categories of data subjects. The personal data processed by the Company will primarily relate to end-users or visitors of Client’s websites on which the Company’s tools are integrated by virtue of the Services.
7. Sub-processors. The Client gives consent to the use and change the approved sub-contractors (list of which is provided and updated regularly in the Privacy Policy) provided that the Company ensures that a data processing agreement and appropriate supplementary measures are adopted where needed to ensures adequate level of protection. Under these conditions, the Client gives the Company general authorization to appoint new sub-processors after which the list shall be updated. An up-to-date list will be made available to the Client in the Privacy Policy.
8. Cross-Border Transfers. The Client acknowledges that the Company might use services and sub-processors established outside the European Economic Area. The Company shall ensure that Articles 44-50 of the GDPR are complied with in respect of such cross-border transfers. Under these conditions, the Client hereby gives consent the Company to transfer personal data from the European Economic Area to other third countries where approved Sub-processors are located, provided that, where this amounts to a restricted transfer, it takes such measures as are necessary to ensure that such restricted transfer is in compliance with Applicable Privacy and Data Protection Law.
9. Documented Instructions. The Company shall process the personal data only in accordance with documented instructions by the Client. Certain general authorizations and documented instructions are already contained in these Terms and this DPA which are hereby given by the Client to the Company. Any other general authorizations or documented instructions of the Client can be given to the Company in writing, orally, by email, by post, by telephone or by similar means, provided such means can be documented. It remains the responsibility of the Client to record or document such instructions. The Company is obliged to inform the Client if it believes that the Client´s instruction would infringe the GDPR or other law.
10. Local Law. The Client shall inform the Company about any local deviances or country specific provisions of the Applicable Privacy and Data Protection Laws where such provisions do not explicitly stem, are contrary or are different to those in the GDPR. Unless the Company receives such information from the Client sufficiently upfront, it shall not be obliged to comply with such a requirement.
11. Data Subject Rights. According to Article 28(3)(e) of the GDPR, the Company acting as a data processor shall insofar as this is possible and taking into account the nature of the processing, assist the Client as a data controller, with the fulfilment of the controller’s obligation to respond to requests for exercising the data subject’s rights under the GDPR. The Company will comply with this obligation by providing supporting information available to it upon request of the Client. Such supporting information may include an updated list of sub-processors, recipients and respective third countries. However, the Company shall not be obliged or requested to handle or respond to the data subject request regarding the Client’s purposes of processing, such requests should be handled and responded to exclusively by the Client. Should the Company receive a data subject request that is related to this DPA, the Company will forward such request to the Client without undue delay.
12. Legal Grounds. The legal grounds for processing of the personal data pursuant to this DPA are determined by the Client and are subject to change mainly due to a possibility of a different regulatory approach by different EU supervisory authorities. The Client relies on the legal ground of legitimate interest under the Article 6(1)(f) of the GDPR, performance of Contract under the Article 6 Article 6(1)(b) of the GDPR and/or data subject’s consent under the Article 6(1)(a) of the GDPR where required. It remains the sole responsibility of the Client to comply with Article 6 GDPR and to obtain consent of the data subjects, where required. The Company relies on the Client to have sufficient legal grounds to undertake processing via the Company foreseen by this DPA.
13. Transparent Information. Every data controller has a general obligation to provide certain information to data subjects pursuant to Article 13 or Article 14 of the GDPR. The Client is responsible for providing this information in respect to the purposes of processing contemplated herein as well as for complying with any transparency principles and obligations towards data subjects under Applicable Privacy and Data Protection Law. The Privacy Policy does not serve this purpose and is not intended to the data subjects and end-users but rather to the Client.
14. Confidentiality. The Company shall implement such organizational measures that ensure that ensure all the Company personnel is committed to the confidentiality in respect to the personal data processed under this DPA either mutually, by law or by internal policies.
15. Security. The Company will maintain, implement and enforce safety and security procedures in performing the Services that are compliant with Article 32 of the GDPR.
16. Security incidents. If it becomes aware of a confirmed security incident, the Company shall inform the Client without undue delay and shall provide reasonable information and cooperation to the Client so that the Client can fulfil any data breach reporting obligations it may have under (and in accordance with the timescales required by) Applicable Privacy and Data Protection Laws. The Company shall further take such any reasonably necessary measures and actions to remedy or mitigate the effects of the security incident and shall keep the Client informed of all material developments in connection with the security incident.
17. Audits. The Company shall make available to the Client all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and the Client may request, upon 3-month prior written notice to the Company auditing the Company’s compliance with its obligations under this DPA and the GDPR , no more than once per calendar year. Audits shall be subject to all applicable confidentiality obligations agreed to by the Client and the Company and shall be conducted in a manner that minimizes any disruption of the Company’s performance of Services and its normal business operations. Audits shall not uncover or lead to disclosing any Confidential Information. Any costs for undertaking audits or making available to the Client all information necessary to demonstrate compliance with Article 28 of the GDPR shall be borne by the Client including reasonable attorney fees expended by the Company.
18. Data Protection Impact Assessment. Client remains solely responsible for conducting the data protection impact assessment pursuant to Article 35 of the GDPR and prior consultation pursuant to Article 36 of the GDPR with respect to its own purposes of processing. The Company agrees to reasonably assist the Client when conducting its own DPIA.
19. CCPA. The Company does not sell Platform Data to others within the meaning of the California Consumer Privacy Act of 2018.