Terms of Use

1. Definitions and Interpretation

1.1 Definitions

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

• "Account" means the user account created by the User to access and utilize the Services;
• "Content" means any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials;
• "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
• "Personal Data" means any information relating to an identified or identifiable natural person as defined under Regulation (EU) 2016/679 (General Data Protection Regulation, "GDPR");
• "User Content" means any Content that Users upload, submit, post, transmit, or otherwise make available through the Platform;
• "Platform" means the Leyoda website, mobile applications, software, tools, features, functionality, and services offered by the Company.

1.2 Interpretation

1. References to statutory provisions shall be construed as references to those provisions as amended, consolidated, extended, or re-enacted from time to time;
2. Headings are included for convenience only and shall not affect the interpretation of these Terms;
3. Words importing the singular shall include the plural and vice versa;
4. References to "writing" or "written" include email and other electronic communications.

2. Acceptance and Modifications

2.1 Binding Agreement

By creating an Account, accessing the Platform, or using any Services, you expressly acknowledge and agree that you have read, understood, and consent to be bound by these Terms, our Privacy Policy, and our Cookie Policy, which are incorporated herein by reference.

2.2 Amendments to Terms

The Company reserves the right, at its sole discretion, to modify, amend, or replace these Terms at any time. Material changes shall be communicated to Users through one or more of the following methods:

• Prominent notice displayed on the Platform;
• Email notification to the address associated with your Account;
• In-application notification or message;
• Updated "Effective Date" displayed at the beginning of these Terms.

2.3 Continued Use

Your continued use of the Platform following the publication of modified Terms constitutes acceptance of such modifications. If you do not agree to the modified Terms, you must discontinue use of the Platform and may terminate your Account pursuant to Section 13 herein.

2.4 Version Control

Users are responsible for regularly reviewing the current version of these Terms. The Company shall maintain version history and make previous versions available upon request.

3. Eligibility and Account Registration

3.1 Age and Capacity Requirements

Use of the Platform is restricted to individuals who:

1. Have attained the age of majority in their jurisdiction of residence (minimum 18 years of age or the equivalent legal age in the applicable jurisdiction);
2. Possess the legal capacity to enter into binding contracts under applicable law;
3. Are not prohibited from accessing or using the Services under the laws of the Netherlands, the European Union, or any other applicable jurisdiction.

3.2 Account Creation

To access certain features of the Platform, Users must create an Account by providing accurate, current, and complete information as prompted by the registration process. Users represent and warrant that:

• All information provided during registration and thereafter is truthful, accurate, current, and complete;
• Such information shall be promptly updated to maintain its accuracy and completeness;
• The User has not been previously suspended or removed from the Platform;
• The User is not creating an Account on behalf of another person without proper authorization.

3.3 Account Security

Users are solely responsible for maintaining the confidentiality and security of their Account credentials, including usernames and passwords. Users shall:

1. Not disclose Account credentials to any third party;
2. Notify the Company immediately upon becoming aware of any unauthorized access or security breach;
3. Accept full responsibility for all activities that occur under their Account, whether authorized or not.

The Company shall not be liable for any loss or damage arising from unauthorized Account access resulting from the User's failure to maintain credential security.

3.4 Account Verification

The Company reserves the right to verify User identity and Account information at any time through reasonable means, including but not limited to requesting government-issued identification, business registration documents, or other verification materials.

4. License Grant and Restrictions

4.1 Limited License

Subject to compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your personal or internal business purposes in accordance with these Terms.

4.2 License Restrictions

You expressly agree not to, and shall not permit any third party to:

1. Copy, modify, adapt, translate, or create derivative works based on the Platform;
2. Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Platform;
3. Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) from the Platform;
4. Use the Platform for any purpose other than that for which it is made available;
5. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform to any third party;
6. Use the Platform in any manner that could damage, disable, overburden, or impair the Company's servers or networks;
7. Attempt to gain unauthorized access to any portion of the Platform, other Accounts, computer systems, or networks connected to the Platform;
8. Use any robot, spider, scraper, or other automated means to access the Platform for any purpose without express written permission from the Company;
9. Interfere with or disrupt the integrity or performance of the Platform or the data contained therein;
10. Use the Platform to transmit any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

4.3 Reservation of Rights

All rights not expressly granted to you in these Terms are reserved by the Company and its licensors. Nothing in these Terms grants you any right to use the Company's trademarks, logos, domain names, or other distinctive brand features.

5. Intellectual Property Rights

5.1 Company Ownership

The Platform and all Content, features, functionality, software, technology, text, displays, images, video, audio, design, compilation, source code, and all Intellectual Property Rights therein are and shall remain the exclusive property of the Company and its licensors. These Terms do not convey any ownership interest or intellectual property rights to Users.

5.2 Protection of Intellectual Property

The Platform is protected by copyright, trademark, patent, trade secret, international treaties, and other proprietary rights and laws of the Netherlands, the European Union, and other jurisdictions. Users acknowledge that unauthorized use of the Company's Intellectual Property Rights may result in civil and criminal liability.

5.3 Trademarks

"Leyoda" and all associated logos, product and service names, designs, and slogans are trademarks of the Company. Users may not use such marks without prior written permission from the Company. All other names, logos, product and service names, designs, and slogans appearing on the Platform are the trademarks of their respective owners.

6. User Content and License Grant

6.1 User Responsibility

Users retain ownership of all Intellectual Property Rights in User Content that they submit, post, upload, or otherwise make available through the Platform. Users are solely responsible for their User Content and the consequences of posting or publishing it.

6.2 License to Company

By submitting, posting, uploading, or otherwise making available User Content on or through the Platform, you hereby grant to the Company a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in connection with the operation and provision of the Services.

6.3 Representations and Warranties

By submitting User Content, you represent and warrant that:

1. You own or control all rights in and to the User Content and have the right to grant the license set forth in Section 6.2;
2. The User Content does not violate these Terms, any applicable law, or the rights of any third party;
3. The User Content does not contain any defamatory, libelous, obscene, or otherwise unlawful material;
4. The User Content does not infringe any Intellectual Property Rights, privacy rights, or publicity rights of any third party.

6.4 Content Monitoring and Removal

The Company reserves the right, but has no obligation, to monitor, review, or edit User Content. The Company may, at its sole discretion and without prior notice, remove or disable access to any User Content that it determines, in good faith:

• Violates these Terms or any applicable law;
• Infringes third-party rights;
• Is harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable;
• Contains viruses or other malicious code.

7. Prohibited Conduct

7.1 General Prohibitions

Users shall not use the Platform to:

1. Engage in any unlawful, fraudulent, or deceptive activity;
2. Violate any applicable local, national, or international law or regulation;
3. Infringe upon or misappropriate any Intellectual Property Rights or other proprietary rights of third parties;
4. Transmit any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
5. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;
6. Engage in any activity that interferes with or disrupts the Platform or servers or networks connected to the Platform;
7. Collect, harvest, or compile information about other Users without their express consent;
8. Use the Platform for any commercial purpose not expressly authorized by these Terms;
9. Engage in "spamming" or send unsolicited communications to other Users;
10. Attempt to bypass any measures designed to prevent or restrict access to the Platform;
11. Encourage or enable any other person to engage in any of the foregoing prohibited activities.

7.2 Consequences of Violation

Violation of this Section 7 may result in immediate termination of your Account and access to the Platform, without refund of any fees paid, and may expose you to civil and criminal liability.

8. Privacy and Data Protection

8.1 Privacy Policy

The Company's collection, use, and disclosure of Personal Data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection and use of information in accordance with the Privacy Policy.

8.2 GDPR Compliance

The Company processes Personal Data in accordance with the GDPR and applicable data protection laws. Users located in the European Union have the rights set forth in the GDPR, including the right to access, rectification, erasure, restriction of processing, data portability, and objection. To exercise these rights, please contact our Data Protection Officer at dpo@leyoda.eu.

8.3 Data Security

The Company implements appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage. However, no method of transmission over the internet or electronic storage is completely secure, and the Company cannot guarantee absolute security.

9. Fees, Payment, and Subscriptions

9.1 Fee Structure

Certain features of the Platform may require payment of fees. All fees are stated in Euros (EUR) unless otherwise specified. The Company reserves the right to modify fee structures at any time, with notice provided to Users prior to the effective date of such changes.

9.2 Payment Terms

• Users agree to pay all applicable fees using the payment methods specified on the Platform;
• All fees are non-refundable except as expressly set forth in these Terms or required by applicable law;
• Users authorize the Company to charge the designated payment method for all fees incurred;
• Failure to pay fees when due may result in suspension or termination of access to the Platform.

9.3 Subscription Services

If you subscribe to a subscription-based service:

1. Your subscription will automatically renew at the end of each subscription period unless you cancel prior to the renewal date;
2. Subscription fees are billed in advance on a recurring basis (monthly, annually, or as otherwise specified);
3. You may cancel your subscription at any time through your Account settings or by contacting customer support;
4. Cancellation will be effective at the end of the current subscription period, and no refunds will be provided for partial subscription periods except as required by law.

9.4 EU Data Act Compliance — Switching and Termination Rights

Pursuant to Regulation (EU) 2023/2854 (Data Act), for Users located in the European Union:

• Users have the right to request switching to an alternative service provider;
• The Company will facilitate data portability and switching processes upon request with a maximum notice period of two (2) months;
• Early termination of fixed-term subscriptions is permitted, with proportionate charges calculated based on the remaining contract value and applicable national law;
• No penalties or fees shall be charged for switching to alternative providers beyond proportionate early termination charges where applicable.

9.5 Taxes

All fees are exclusive of applicable taxes, duties, levies, tariffs, and other governmental charges (collectively, "Taxes"). Users are responsible for payment of all Taxes associated with their use of the Platform, except for taxes based on the Company's net income.

10. Disclaimers and Warranties

10.1 "As Is" Provision

The Platform is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, the Company disclaims all warranties, express or implied, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Warranties regarding the accuracy, reliability, or completeness of the Platform or Content;
• Warranties that the Platform will be uninterrupted, secure, or error-free;
• Warranties regarding the results that may be obtained from use of the Platform.

10.2 No Professional Advice

The Company does not provide professional, financial, legal, medical, or other specialized advice through the Platform. Any information provided is for general informational purposes only and should not be relied upon as professional advice.

10.3 Third-Party Content

The Company does not control, endorse, or assume responsibility for any third-party content, websites, applications, or services accessible through the Platform. Users access such third-party resources at their own risk.

10.4 User Responsibility

Users are solely responsible for evaluating the accuracy, completeness, and usefulness of all Content and services provided through the Platform. Users acknowledge that reliance on any Content is at their own risk.

11. Limitation of Liability

11.1 Exclusion of Damages

To the maximum extent permitted by applicable law, in no event shall the Company, its affiliates, directors, officers, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, data, use, goodwill, or other intangible losses;
• Damages resulting from unauthorized access to or alteration of transmissions or data;
• Damages resulting from any conduct or content of third parties on the Platform;
• Damages resulting from interruption, suspension, or termination of the Services;

Whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not the Company has been informed of the possibility of such damage.

11.2 Cap on Liability

The Company's total aggregate liability arising out of or relating to these Terms or the use of the Platform shall not exceed the greater of: (a) the total fees paid by you to the Company in the twelve (12) months preceding the event giving rise to liability; or (b) one hundred Euros (€100).

11.3 Essential Purpose

The limitations set forth in this Section 11 shall apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

11.4 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. Accordingly, some of the above limitations may not apply to you. In such jurisdictions, the Company's liability shall be limited to the fullest extent permitted by applicable law.

12. Indemnification

12.1 User Indemnification Obligation

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, suppliers, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees and legal costs) arising from:

1. Your use of and access to the Platform;
2. Your violation of these Terms;
3. Your violation of any third-party right, including without limitation any Intellectual Property Right, privacy right, or publicity right;
4. Your User Content;
5. Any claim that your User Content caused damage to a third party.

12.2 Defense and Settlement

The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with the Company in asserting any available defenses. You shall not settle any claim without the Company's prior written consent.

13. Term and Termination

13.1 Term

These Terms commence on the date you first access or use the Platform and continue in full force and effect until terminated in accordance with this Section 13.

13.2 Termination by User

You may terminate your Account and cease use of the Platform at any time by:

• Following the account closure procedures available in your Account settings; or
• Contacting customer support at support@leyoda.eu with a termination request.

Termination by User does not entitle you to a refund of any fees paid, except as required by applicable law or as expressly provided in Section 9.4.

13.3 Termination by Company

The Company may, at its sole discretion, suspend or terminate your Account and access to the Platform immediately and without prior notice if:

1. You breach any provision of these Terms;
2. The Company is required to do so by law or legal process;
3. The provision of Services to you is no longer commercially viable;
4. The Company determines, in good faith, that your conduct poses a risk to the Company, other Users, or third parties.

Where feasible and legally permissible, the Company will provide thirty (30) days' advance notice of termination for material breaches, affording you an opportunity to cure such breach.

13.4 Effect of Termination

Upon termination:

• Your right to access and use the Platform immediately ceases;
• The Company may delete your Account and all associated User Content, subject to applicable data retention obligations;
• Sections 5 (Intellectual Property Rights), 6.2 (License to Company), 10 (Disclaimers and Warranties), 11 (Limitation of Liability), 12 (Indemnification), and 15 (Governing Law and Dispute Resolution) shall survive termination;
• You remain liable for all fees and charges incurred prior to termination.

13.5 Data Retrieval

Users may request export of their data within thirty (30) days following termination, subject to technical feasibility and compliance with applicable law. After such period, the Company may permanently delete all User data unless retention is required by law.

14. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the Company's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials ("Force Majeure Event"). During the continuation of a Force Majeure Event, the Company's obligations shall be suspended.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms and any disputes arising out of or relating to these Terms or the Platform shall be governed by and construed in accordance with the substantive laws of the Netherlands, without regard to its conflict of law provisions, and in compliance with applicable European Union regulations.

15.2 Jurisdiction

Subject to Section 15.3, the courts of Amsterdam, the Netherlands, shall have exclusive jurisdiction over any disputes arising out of or relating to these Terms or the Platform.

15.3 Consumer Rights

Nothing in this Section 15 affects the statutory rights of consumers residing in the European Union. EU consumers may bring proceedings in their country of residence in accordance with applicable consumer protection legislation.

15.4 Alternative Dispute Resolution

Prior to initiating formal legal proceedings, parties are encouraged to seek resolution through good-faith negotiation. The Company is committed to resolving disputes amicably where possible.

EU Users may also access the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr for assistance with resolving disputes.

16. Miscellaneous Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and the Company regarding the subject matter hereof and supersede all prior or contemporaneous understandings and agreements, whether written or oral.

16.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent. If such modification is not possible, the provision shall be severed, and the remaining provisions shall remain in full force and effect.

16.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. The Company's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without the Company's prior written consent. The Company may freely assign these Terms without restriction. Any attempted assignment in violation of this provision shall be void.

16.5 Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto and their permitted successors and assigns.

16.6 Notices

All notices required or permitted under these Terms shall be in writing and delivered to the Company at legal@leyoda.eu or to the email address associated with your Account. Notices shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid.

16.7 Language

These Terms are drafted in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail to the extent permitted by applicable law.

16.8 Section Headings

The section and subsection headings in these Terms are for convenience only and shall not affect their interpretation.

17. Contact Information

For questions, concerns, or notices regarding these Terms of Use, please contact:

Leyoda
Email: legal@leyoda.eu
Support Email: support@leyoda.eu
Data Protection Officer: dpo@leyoda.eu
Address: Maastricht, Netherlands

For data protection matters or to exercise your rights under the GDPR, please contact our Data Protection Officer at the email address provided above.