These Fundamento General Terms of Use (“Terms” ) concern and apply to your use of the free and paid Products is a binding legal agreement between Pawel Niewiadomski, a company incorporated under the laws of Poland, with its registered office in Gdańsk, Poland, Tischnera st. 14, tax ID: PL6692324169, National Business Registry (KRS/CEiDG): 220786740, (“Fundamento”, “us” or “we”), and a customer (“you”, “your”), being a person, entity or organization using our Products, hereinafter referred to together as: the “Parties” and individually as: a “Party”. 

1. Definitions

   1. "Account" means a registered place in the Fundamento where you can store your Content.

   2. “Agreement” (also Contract) means the offer or the Licence and software support agreement pertaining to this Terms concluded between you and us.

   3. "Content" means materials created, posted, or shared by you, on or through Fundamento, including, without limitation, any information, data, and other stuff relating to you.

   4. Documentation (also Technical Documentation) means the technical and/or functional documentation refering to Products and, if applicable, descriptions of roles and responsibilities.

   5. "Licence" means, right to access to software that you has acquired through Fundamento via an Agreement.

   6. "Products" (Services) mean collectively defines all the separate elements that together comprise Fundamento, including the API (Application Programming Interface), graphical interfaces and associated documentation, together with any subsequent updates and modifications to individual elements.

   7. “Use” means the execution of the process functions of the Fundamento, loading, executing, accessing, Products or displaying data resulting from those functions.

2. Preliminary provisions

   1. Products mean Fundamento’s online software-as-a-service platform and services including any related APIs provided by Fundamento, together with all related mobile and desktop applications.

   2. By accessing or using our Products, you agree to be bound by these Terms.

   3. These Terms apply to all customers, visitors, users and others who wish to access or use the Products.

   4. You acknowledge that these Terms are a contract between you and Fundamento, even though it is electronic and is not physically signed by you since it involves your use of the Products.

   5. We may revise and update this Terms from time to time in our sole discretion. By continuing to use Fundamento after revisions become effective, you agree to the revised Terms, as they contain important information concerning your rights and limitations on these rights.

   6. We encourage you to read all available documents (including these Terms and Privacy Policy) since they contain important information relating your rights and possible limitations on these rights.

3. Your Account

   1. In order to use Fundamento, you must create an Account. By creating an Account, you agree that we may send you informational and promotional messages as part of the normal business operation of your use of Fundamento.

   2. You are responsible for securing the information such as your login credentials. You agree to notify us immediately of any unauthorized use or become aware of any breach of security of your Account. You are solely liable for all activities that occur under your Account.

   3. You must provide accurate information when you create an Account. You are responsible for providing complete and accurate billing information (if applicable).

   4. You may never use another user’s Account without their permission.

   5. Your account must be registered by a human not a bot – automated method created Accounts are not permitted and could be removed without notice.

   6. In order to use our Products you must be 13 years of age or older.

   7. You may not use Account for any illegal or unauthorized purpose. You agree to comply with all laws, rules, and regulations (e.g. state, local, federal and provincial) your content, including but not limited to, copyright laws.

   8. In some cases, it is necessary for our employees, contractors, to access your Account and content in order to diagnose and solve a problem. E.g. as you contact our support team, it implies that you are allowing us to access your Account if necessary.

4. Your Content

   1. When using Fundamento you may upload text, files, images, and other data.

   2. Your content means any Content created, posted, or shared by you, on or through Fundamento, including, without limitation, any information, data, and other Content related to you.

   3. You own all rights to your Content, that’s why you are responsible for ensuring that your Content complies with all applicable laws and does not infringe any third-party rights. You also warrant that your Content will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, or violate any agreement you have with any third party. Fundamento does not claim ownership of your Content.

   4. As you publish your Content and share it with anyone sharing a link to your Content, you agree that this Content will be accessible and available to other users to whom you grant a link to access to such publicly designated Content.

   5. Removal of your Content: You can remove your Content that you designate as private by specifically deleting it. However, some of your Content may not be completely removed and copies of your Content may continue to exist in Fundamento. Additional details with respect to the removal and storage of your Content are set forth in Section 6 below.

   6. You agree to hold Fundamento harmless from all claims or actions brought by third parties on the grounds of an infringement of their rights, including, without limitation, publicity rights, copyrights, trademarks or other intellectual property or privacy rights of the Content.

5. Restrictions

   1. You may only use Fundamento in a way permitted by law. You agree not to engage in any prohibited activities, including, however not limited to:

      1. disrupting or interfering in any way;

      2. use any robot/crawlers or other automatic device, process, software or queries that intercepts, “scrapes or otherwise accesses Fundamento to monitor, extract, copy or collect information or data from or through Fundamento, or engage in any manual process to do the same;

      3. scan, probe, test the vulnerability of Fundamento or network or breach any security measures; plant malware or use Fundamento to distribute malicious software;

      4. attempt to gain unauthorized access, interfere with, damage or disrupt accounts registered to other users, or the computer systems or networks connected to Fundamento;

      5. use content of Fundamento for illegal, harassing, unethical, or disruptive purposes, violate any applicable law or regulation in connection with your using of Fundamento;

      6. trying to resell, rent, or sublicence Fundamento Products without express permission;

      7. use Fundamento in any way not expressly permitted by these Terms or the Documentation.

   2. Fundamento reserves the right to investigate and take legal action in the event of any violation of these Terms.

6. Licence

   1. These Terms entitle you to use online version and use Fundamento Products.

   2. The Licence granted to you by us is revocable (in strict cases), non-transferable, non-exclusive, non-sublicencable, time-limited, worldwide.

   3. We reserve the right to terminate or suspend your Licence on the terms provided in the Section 5. If your Licence is terminated or suspended by us for any reason, you may be further prohibited from being granted a new Licence, even if you may be acting on behalf of a third party.

7. Licence (Account) termination/cancellation

   1. We may suspend or terminate your Account(s) or cease providing you our Products at any time without liability to you for any reason, including, but not limited to, if we reasonably ascertain/diagnose that:

      1. you have violated these Terms;

      2. by violating Section 5 of these terms you have created and possibly caused law infrigement;

      3. Free trial Account without a payment thirty (30) days after expiration, or our provision of our Products to you is no longer commercially viable.

   2. We will make reasonable efforts to notify you through our communication channels, the next time you attempt to access your Account, or by an email address. If we terminate your access to Fundamento, your Content and all other data will no longer be accessible through your Account.

   3. Upon termination, all Licences and other rights granted to you in these Terms will immediately cease.

   4. Any use of the Products or information provided by us other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and could cause Licence termination.

8. Duration of the Licence

   1. Unless otherwise indicated, the Agreement under these Terms is concluded for a fixed period of time corresponding to the settled period chosen by you (yearly on monthly payment). Upon expiry of a given settled period, the Agreement shall be automatically renewed for the same period for which it was previously concluded.

   2. Licence for Free trail is granted for 30 days.

9. Free Trial

   1. We may, at our sole discretion, offer (or cancel) a Licence with a Free trial for a limited period of time. If you are on a Free Trial, you may cancel your Free trial by following the cancellation procedures at any time until the last day.

   2. If you or we (for the reasons pointed out in Section 7 of these Terms) cancel your Free trial, you acknowledge and agree that we may delete all of your Content or data associated with your Account.

   3. If you do not cancel your Free trial, then your Free trial will be converted to a paid Licence at the end of the Free trial period, and you hereby authorize us to charge your credit card or other payment method for continued use of the paid Licence (however we still have the right to cancel your Account for the reasons pointed out in Section 7 of these Terms).

10. Beta versions

    1. We can give a possibility and you may access and use certain features, technologies, and Products made available to you by Fundamento which are not yet generally available, including, but not limited to, any Products, services, or features designated or labeled as: “beta,” “preview,” “pilot,” or similar designation.

    2. You must comply with particular terms related to any beta version that we provide to you.

    3. We can ask you and you may provide us with feedback relating to Beta verions, thanks to that we will be able to use and evaluate your feedback in order to improve our new Products.

    4. We may suspend or terminate your access to use to Beta version at any time.

11. Support Services
    
    We will provide you with support services, which include, but are not limited to, bug fixes and patches for the duration of your licence including any applicable renewal periods thereof, for the duration of the license.

12. Payments

    1. We provide our Products as a paid Licence (exluding Free trial mentioned in the Section 9 above). Pricing and included features for the Licence are set forth here: https://fundamento.it/pricing

    2. You will be billed in advance on a recurring and periodic basis. Whether you are using monthly or yearly billing cycle, your account may be charged on a monthly basis. The fee for the License shall be charged based on the number of users subscribed on your side.

    3. You agree that at the end of each of a billing cycle (month/year) that your License will be automatically renewed and your payment method for this Licence will automatically be charged at the start of each new License period for the fees and taxes applicable to this new billing cycle under the same conditions as the previous billing cycle unless you cancel your License’s subscription prior to your renewal date.

    4. You must provide us with accurate and complete billing information in order to authorize Fundamento to charge required price for the Licence. The fee for the Products are in general non-refundable.

    5. Fundamento may modify the fee for the License. Each change will become effective at the beginning of your new billing cycle. We will provide you with information regarding new fee in a reasonable period of time prior any change of Licence’s fee. Your continued use of our Products constitutes your agreement to pay the modified fee.

13. Confidential Information

    1. Both Parties may share confidential information while using our Products. Confidential Information must be protected with reasonable care and may not be disclosed or used without other side consent.

    2. Confidential Information means information that either party discloses to the other party under this Agreement or usage of Fundamento Products that is marked, or in a written form or orally, or visually stated as confidential or would normally be considered as a confidential information by a reasonable party under the particular circumstances.

    3. You and we may disclose Confidential Information, in whole or in part to its employees, directors, consultants and professional advisors who are legally bound to keep such Confidential Information confidential by confidentiality obligations, or are bound by ethical duties, or when disclosing Confidential Information is required by law. In this case, Disclosing Party is responsible and liable for its employees and representatives as if their actions or inactions were an action or inaction of Disclosing Party.

    4. The obligation of confidentiality shall apply for the entire term of the Agreement and for as long as the information has economic value for the Party, in any case no less than 3 years after the expiry or termination of the Agreement, for whatever reason.

14. Warranties

    1. Fundamento Products has been tested for correct operation as standard, however we do not warrant that it always works properly or in an anticipated by a user way. Products have not been developed based on any user individual expectations and therefore we do not guarantee that Products will meet your individual expectations in terms of its operation and functionality.

    2. Our goal is to provide reliable and uninterrupted services, however we can’t guarantee 100% uptime or availability of Fundamento. In case of a doubt, we do not refund any funds for the period of Product unavailability. We will not be held liable for any service disruptions, outages, or interruptions that impact your use of Products.

    3. You agree that any software products are never free from defects, errors and bugs; and therefore we give no warranty of undefected usage.

    4. You agree that we do not warrant or represent that our Products will be compatible with any other software (via Webhooks etc.)

    5. Your use of our Products is in general at your sole risk. Fundamento Products are provided on an “is” and “as available” basis.

    6. We are not responsible to any person or entity for any damage or loss for any content provided to Fundamento by any user.

15. Governing law
    
    These Terms, and any dispute, doubts or claims arising out of it or in connection with, shall be governed in an accordance with the laws of the Republic of Poland and shall fall under the jurisdiction of courts of Poland with the exclusion of provisions of private international law to the greatest extent possible.

16. Data Compliance Responsibility

    1. You are fully responsible for ensuring that all your data entered by you and hosted in Fundamento complies with applicable privacy laws and regulations, including but not limited to GDPR, CCPA, and other regional data protection laws.

    2. We will not be liable for any misuse of law breach through your data. In the event of any security breach or data vulnerability, you must notify us immediately and take on your side appropriate steps to mitigate any risks.

17. Copyrights

    1. The copyrights of Fundamento Products is exclusive to us. The rights to the business name and logo of Fundaento are being vested to us and are protected by law.

    2. The conclusion of the Agreement does not confer on you any rights to indicated signs. You may, of course, communicate the fact that you are cooperating with us by using our logos for these activities.

    3. We have a right to publish your company logo/name for marketing purposes - e.g. on the customer list page, in presentations etc.

    4. You may not reproduce or duplicate our Products or any part thereof, translate, adapt, rearrange or otherwise alter our Products or any part thereof, create unauthorised extensions to Fundamento or any part thereof, or distribute it or any part thereof, including distributing, lending, renting or leasing copies of Fundamento to third parties, without our prior written consent. Your breach of this provision shall constitute a gross breach of the Agreement entitling us to terminate the Agreement with immediate effect and possibly assert further claims.

    5. We respect the intellectual property rights of others. It is our Privacy Policy to respond to claims that materials posted in Fundamento infringe on the copyright of any person or an entity.

    6. We shall be entitled to transfer all rights and obligations under the Agreement to a third party in the event of a disposal of the author's economic rights to Fundamento, including as part of the disposal of a business or an organised part thereof. Notwithstanding the foregoing, we shall be entitled to transfer all our rights and obligations under the Agreement to a third party, provided that such third party is an individual or an entity with a capital connection with Fundamento.

18. Privacy and Data Protection (in our Privacy Policy)
    
    We are committed to protecting your privacy. Provisions of our Privacy Policy affect your legal rights and obligations. Our Privacy Policy explains the way we collect and use your information. By using our Products, you agree to be bound by these Terms and our Privacy Policy.

19. Liability

    1. We will not be liable to you for any loss or damage of any kind that are directly or indirectly connected with our Products or our content, features, your Content, other users Content, any security breach and in any other cases.

    2. You agree that your use of our Products is at your own risk.

    3. We are not responsible for the circumstances beyond our control including, but not limited to viruses, malware, spyware, keylogger application, system failures or extreme weather conditions.

    4. As we have failed of essential purpose/negligence, our total aggregate liability shall not exceed the amounts paid for the current subscription fee, in any case not more than 12 months period. Above does not concern and we shall not be liable to you for using Free Trial or Beta versions.

20. Indemnification
    
    You agree to defend, indemnify and hold harmless Fundamento and its Licence and their employees, contractors, agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of:

    1. your use and access of the Products;

    2. by you or any person using your Account and password;

    3. breach of these Terms;

    4. your Content provided to Fundamento.

21. Final Provisions

    1. Please remember and have in mind that Fundamento products are provided “as is” with your usage at your own risk, without express or implied warranty or condition of any kind.

    2. Our Products may integrate with or allow access to third-party services. Therefore, we are not responsible for the performance, availability, or security of these third-party services, and any interaction with such services is governed by the terms and conditions of those third parties.

    3. These Terms are governed by the laws of Republic of Poland, without regard to its conflict of law provisions. Any disputes arising from these Terms will be resolved in the court of Gdańsk, Poland.

    4. If you have any questions about these Terms, please contact us at: legal@ikigai.systems