Agree AG, Lessingstrasse 15, 8002 Zurich, Switzerland
Version 1.0, July 2022
These terms and conditions ("Terms") govern the access to and the use of the Agree voting and decision-making platform and related services ("Platform") operated by Agree AG, Lessingstrasse 15, 8002 Zurich, ("Agree") . To access the Platform, you ("User") must agree to and abide by these Terms. These Terms incorporate by reference Agree’s Privacy Policy which can be found here ("Privacy Policy") and explicitly mentioned provisions available on Agrees’s website https://agree.so ("Website"). Acceptance of the Terms constitutes, together with other relevant documents, a legally binding agreement ("Agreement") between Agree and the User ("Parties").
Agree provides access to the Platform and the User can access services featured on the Platform, in particular digital voting and decision-making instruments. By accessing the Platform, creating voting or proposal, or otherwise submitting any content to the Platform, the User submits a binding request to enter into the Agreement.
The Platform will be accessible to the User in the then-current version and according to the Terms. To gain full access to the Platform, the User may be required to register or create an account.
A complete overview of provided Platform features and specific instructions on how to use the Platform can be found on the Website.
Agree shall provide the Services and access to the Platform in accordance with these TOS and grant the User a revocable, non-exclusive, non-transferable and non-sublicensable right to use the Platform. Agree may amend the TOS from time to time at its sole discretion by posting an updated version of the TOS on the Website. Agree will notify the User electronically of any material changes to the TOS. The User's continued use of the Platform following any amendment will mean that the User accepts the changes to the TOS. The Platform and all Platform features provided by Agree through the Website, as well as the Website itself, are provided "as is". Agree provides the Platform to the User and uses reasonable care and skill in providing the Platform and keeping the Website free of viruses and other harmful software. Agree may modify the Platform and its features at any time in its sole discretion. Agree does not guarantee that the Platform will operate without interruption or failure. Agree periodically performs maintenance or makes improvements to the Platform and its infrastructure. User acknowledges that this may cause temporary delays and interruptions from time to time. To the extent possible, Agree will notify the User in advance of any potential interruptions. Agree will provide the User with such assistance as may be reasonably required to resolve problems in the day-to-day use of the Platform. Agree shall take all reasonable and appropriate precautions against loss of data and against unauthorized access by third parties to the User's data within the scope of technical possibilities. To this end, Agree regularly backs up data, monitors User data for viruses and installs firewalls. In the event of loss or damage to User data, Agree will strive to successfully and timely backup and restore such data.
The User is obliged to prevent unauthorized access to the platform by third parties by taking appropriate precautions. The User is obliged to inform Agree immediately of any unauthorized use of the Access Data. The User shall not circumvent or attempt to circumvent the security measures of the Platform and shall not use the Platform in an unlawful or fraudulent manner or with an unlawful or fraudulent purpose or effect. User shall not upload anything to the Platform that contains viruses, Trojan horses, worms, keystroke loggers, spyware, adware or other harmful programs or similar computer code designed to adversely affect the operation of any website, computer software or hardware. The User is responsible for entering and maintaining the data and information required to use the Platform (without prejudice to Agree's obligation to back up data). The User is obliged to check its data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose. The User acknowledges that failure to comply with its duty to cooperate may result in a disruption of the Platform and does not give rise to any claim for reimbursement or a right of termination.
Agree can offer a range of free and paid membership plans as outlined on the platform. Access to paid membership plans is available only after payment of outstanding fees. Agree will calculate and issue invoices of fees and charges on a regular basis in accordance with the User's Membership Plan. All prices are exclusive of VAT unless otherwise expressly stated. Amounts due are payable without set-off or counterclaim, without deduction or withholding, and in accordance with the payment terms and conditions set forth on each invoice. Unless otherwise provided by law or a specific agreement with Agree, all purchases are final and non-refundable. If User believes that Agree has charged User in error, User must contact Agree within 30 days of the charge. Except where required, Agree reserves the right to issue refunds at its sole discretion. Agree may make changes to subscription fees at its sole discretion. Price changes will be effective at the beginning of the next subscription period following the price change and by continuing to use the Platform, User accepts the changed price. The User may cancel the paid subscription. The termination shall take effect on the day following the last day of the paid subscription period. After termination of the subscription, the User may continue to use the free features of the Platform.
The User may terminate this Agreement at any time by stopping to use the Platform or by requesting to delete their account, if any, in accordance with the instructions available on the Platform. Either party may terminate the Agreement at any time in case of a material breach of these Terms by the other party. Agree reserves the right to make the Platform temporarily or permanently unavailable to the User. In case of permanent shutting down of the platform, Agree will notify the User at least 5 business days in advance, if possible. The User’s termination of the Agreement does not release Users from any obligations or liabilities to Agree or other Users. All fees payable to Agree remain payable. Termination does not affect any rights, obligations, or liabilities of either party that have accrued before termination or are intended to continue to have an effect beyond termination.
Agree retains all rights, titles, and interests, including all copyrights, trademarks, know-how, and other intellectual property and other rights ("intellectual property rights") in the Platform or any part of it. The use of the Platform does not transfer any ownership of Intellectual Property Rights between the Parties. In case the content uploaded or shared by the User to the Platform, or any part of it, is protected by Intellectual Property Rights, the User grants Agree a worldwide, non-exclusive, non-transferable, non-sublicensable, and royalty-free license to display and use the content to perform the Agreement and improve the Platform and its features. Where applicable, the User is granted a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform in accordance with the Terms. Any other use of the Platform, including, without limitation, copying, distributing, displaying, reproducing, creating derivative works from, or commercialization of the Platform or any available content shared or uploaded by other users or any part of it, is strictly prohibited without Agree’s prior written consent. Systematic retrieval of content from the Platform or the Website for any purpose without the prior written permission of Agree is strictly prohibited.
Agree collects and processes only personal data provided by the User as necessary for the purposes of the Platform and in line with its Privacy Policy. Agree protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union. User authorizes Agree to use, process, and store relevant data for the performance of the Platform and to use anonymized data to improve its services or for analysis purposes.
By signing up to the Platform, User agrees that Agree may contact them and inform them about Platform updates and new products. User can at any time unscubscribe from the contact list by sending an email to team@agree.so.
The Platform is provided on an "as is" basis and Agree makes no warranties of any kind with respect to this Platform or the information and materials contained therein, including any content posted by Users. Agree shall not be liable for any incompatibility of the Platform with any particular objectives that the User hopes to achieve. Agree disclaims any liability for any inaccuracy or incompleteness of the Platform, delays or unavailability, loss or corruption of data, or for any Content shared or uploaded by Users on the Platform. The Platform may contain third party content or links to third party services. Agree assumes no responsibility for, and makes no warranties or representations with respect to, any third-party content or services. To access or use the Platform, the User is not required to provide any confidential information. Any information or content that the User uploads to the Platform is shared at the User's own responsibility and risk, and Agree shall not be liable for any breach or leakage of confidential information that the User shares.
Notices: Notices hereunder must be given in writing, including e-mail, to the last communicated or available address.
No Assignment: Neither party may assign any of its rights, obligations or claims under these Terms.
Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.
Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the substantive laws of Switzerland under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG), and subject to the exclusive jurisdiction of the courts of Zurich, Switzerland.