Effective date: December 20, 2017
- APPLICATION AND ACCEPTANCE OF THE TERMS
1.2 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Willy, or (b) you are not permitted to receive any Services under the laws of any country / regions including the country / region in which you are resident or from which you use the Services.
1.3 You acknowledge and agree that Willy may amend any Terms at any time by posting the relevant amended and restated Terms on the App. By continuing to use the Services or the App, you agree that the amended Terms will apply to you.
1.4 If Willy has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the App.
1.5 The Terms may not otherwise be modified except in writing by an authorized officer of Willy.
- PROVISION OF SERVICES
2.1 The Willy contracting entity that you are contracting with is Willy Sp. z o.o. (LLC). Registered in Poland (09-200 Sierpc, Traugutta 24 Street).
2.2 You must register as a User on the App in order to access and use some Services. Further, Willy reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) that Willy may impose in our discretion.
2.3 Services (or any features within the Services) may vary. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. Willy mays in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 Willy may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice.
- USERS GENERALLY
3.1 As a condition of your access to and use of the App or Services, you agree that you will comply with all applicable laws and regulations when using the App or Services.
3.2 You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the App (the “App Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any App Content for the purposes of operating a business that competes with Willy, or otherwise commercially exploiting the App Content. Systematic retrieval of App Content from the App to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Willy is prohibited. Use of any content or materials on the App for any purpose not expressly permitted in the Terms is prohibited.
3.4 Willy may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise). You are cautioned to read such web sites’ terms and conditions and/or privacy policies before using those sites. You acknowledge that Willy has no control over such third parties’ web sites or Apps, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.
3.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of Willy and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of Willy’s feedback system.
3.7 By posting or displaying any information, content or material (“User Content”) on the App or providing any User Content to Willy or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Willy to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the App, the provision of any Services and/or the business of the User. You confirm and warrant to Willy that you have all the rights, power and authority necessary to grant the above license.
3.8. As a user of Willy, you agree not to use the App or Services for purposes related to prostitution. If we are aware that you are using your account for such purposes, we will immediately terminate your account.
3.9 Willy is not responsible for the conditions created in relationships between the users. However, we have no way of distinguishing malicious users who access our App, the User should provide us with the information of the malicious User and thus Willy takes actions like eliminating its account and separate it from the use of the App. The User should contact us at firstname.lastname@example.org
- USER ACCOUNTS
4.1 User must be registered on the App to access or use some Services. One User may only register one User account on the App. Willy may cancel or terminate a User’s User account if Willy has reasons to suspect that the User has concurrently registered or controlled two or more User accounts. Further, Willy may reject User’s application for registration for any reason.
4.2 Upon registration on the App, Willy shall assign an account and issue a User ID and password (the latter shall be chosen by a registered User during registration) to each registered User.
4.3 A set of User ID and password is unique to a single account. Each User shall be solely responsible for maintaining the confidentiality and security of your User ID and password and for all activities that occur under your account. User agrees to notify Willy immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4.4 User agrees that all activities that occur under your account (including without limitation, posting any information, clicking to accept any Additional Agreements or rules, subscribing to any services, sending emails or sending SMS) will be deemed to have been authorized by the User.
4.5 User acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, „multiple use”), may cause irreparable harm to Willy or other Users of the App. User shall indemnify Willy, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. User also agrees that in case of the multiple use of your account or User’s failure to maintain the security of your account, Willy shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate User’s account without liability to User.
- USER’S RESPONSIBILITIES
5.1 Each User represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the App and Services for your own purposes only; and (c) the information you provide when registering is true.
5.3 Each User represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third-party licenses and permissions regarding any User Content that you submit, post or send; (b) any User Content that you submit, post or send does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”).
5.4 Each User further represents, warrants and agrees that the User Content that you submit, post or send shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, incites violence, discriminatory, unlawful, infringing, hateful, pornographic or sexually explicit or harmful to minors or contains nudity via the Service (This apply for all types of contents, including but not limited to photos and texts).
- d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not violate our Policies, other Terms or any applicable Additional Agreements
f) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
g) not contain any link directly or indirectly to any other web sites which includes any content that may violate the Terms.
5 Each User further represents, warrants and agrees that you shall/are:
a) carry on your activities on the App in compliance with any applicable laws and regulations;
b) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
c) not use the Services or App to defraud any person or entity;
d) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
e) not engage in spamming or phishing;
f) not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;
g) not involve attempts to copy, reproduce, exploit or expropriate Willy’s various proprietary directories, databases and listings;
h) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
i) not involve any scheme to undermine the integrity of the data, systems or networks used by Willy and/or any user of the App or gain unauthorized access to such data, systems or networks; and
- j) not engage in any activities that would otherwise create any liability for Willy or our affiliates.
5.6 User may not use the Services and User account to engage in activities which are identical or similar to Willy’s e-commerce marketplace business.
5.7 User acknowledges and agrees that Willy shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or App. Willy does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any User. Each User is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information
5.8 User acknowledges and agrees that each User is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the App and Services are in compliance with the same.
- BREACHES BY USERS
6.1 Willy reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or send on the App which we reasonably believe is unlawful, violates the Terms, could subject Willy or our affiliates to liability, or is otherwise found inappropriate in Willy’s opinion.
6.2 If any User breaches any Terms, or if Willy has reasonable grounds to believe that a User is in breach of any Terms, Willy shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the User’s account and any and all accounts determined to be related to such account by Willy in its discretion; (ii) restricting access to, or current or future use of any Service; (iii) removing any User content that the User has submitted, posted or sent; (iv) imposing other restrictions on the User’s use of any features or functions of any Service as Willy may consider appropriate in its sole discretion; and (v) any other corrective actions, discipline or penalties as Willy may deem necessary or appropriate in its sole discretion.
6.3 Without limiting the generality of the provisions of the Terms, a User would be considered as being in breach of the Terms in any of the following circumstances:
a) upon complaint or claim from any third party,
b) Willy has reasonable grounds to suspect that any information provided by the User is not current or complete or is untrue, inaccurate, or misleading, or
c) Willy believes that the User’s actions may cause financial loss or legal liability to Willy or our affiliates or any other Users.
6.4 Willy reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Willy may disclose the User’s identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Willy shall not be liable for damages or results arising from such disclosure, and User agrees not to bring any action or claim against Willy for such disclosure.
6.5 If a User is in breach of the Terms, Willy also reserves the right to publish the records of such breach on the App. If such breach involves or is reasonably suspected of involving dishonest or fraudulent activities, Willy also reserves the right to disclose the records of such breach to our affiliates.
6.6 Each User agrees to indemnify Willy, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or sending of any User Content, from your use of the App or Services, or from your breach of the Terms.
6.7 Each User further agrees that Willy is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over the App, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each User. Willy reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User shall cooperate with Willy in asserting any available defenses.
- INFORMATION BETWEEN USERS
7.1 Through the App, Willy provides electronic web-based platforms for exchanging information between users of services. However, for any Services, Willy does not represent either the user in communications. Willy does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the services offered for provide on the App.
7.2 Users are hereby made aware that there may be risks of communicating with people acting under false pretenses. Because user verification on the Internet is difficult, Willy cannot and does not confirm each User’s purported identity. We encourage you to use various means, as well as common sense, to evaluate with whom you are communicating.
7.3 Each User acknowledges that it is fully assuming the risks of conducting any service communications in connection with using the App or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to information or services using the App. Each User agrees that Willy shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with the use of the App.
7.4 Users are solely responsible for all of the terms and conditions of the communication conducted on, through or as a result of use of the App or Services.
7.5 In the event that any User has a problem with any other users, such User agrees to release and indemnify Willy (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages).
- LIMITATION OF LIABILITY
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY WILLY ON OR THROUGH THE APP ARE PROVIDED „AS IS”, „AS AVAILABLE” AND “WITH ALL FAULTS”, AND WILLY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WILLY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE APP; WILLY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OFFERED OR DISPLAYED ON THE APP BY USERS DO NOT VIOLATE ANY THIRD PARTY RIGHTS; AND WILLY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE APP.
8.3 Any material downloaded or otherwise obtained through the App is done at each User’s sole discretion and risk and each User is solely responsible for any damage to Willy’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Willy or through or from the App shall create any warranty not expressly stated herein.
8.4 The App may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall Willy and our affiliates be held liable for any such services or products.
8.5 Each User hereby agrees to indemnify and save Willy, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User’s use of the App or Services (including but not limited to the display of such User’s information on the App) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save Willy, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User’s breach of any representations and warranties made by User to Willy.
8.6 Each User hereby further agrees to indemnify and save Willy, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants. Each User hereby further agrees that Willy is not responsible and shall have no liability to you, for any material posted or sent by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Willy reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Willy in asserting any available defenses.
8.7 Willy shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following.
a) the use or the inability to use the App or Services;
b) any defect in data, information or services obtained from a User or any other third party through the App;
c) violation of Third Party Rights or claims or demands that User send or post on the App may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d) unauthorized access by third parties to data or private information of any User;
e) statements or conduct of any User of the App; or;
f) any matters relating to Services however arising, including negligence.
8.8 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not Willy has been advised of or should have been aware of the possibility of any such losses arising.
- FORCE MAJEURE
9.1 Under no circumstances shall Willy be held liable for any delay or failure or disruption of the content or services delivered through the App resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
- INTELLECTUAL PROPERTY RIGHTS
10.1 Willy is the sole owner or lawful licensee of all the rights and interests in the App and the App Content. The App Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the App Content shall remain with Willy, our affiliates or licensors of the App Content, as the case may be. All rights not otherwise claimed under the Terms or by Willy are hereby reserved.
10.2 ” Willy” and related icons and logos are registered trademarks are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
10.3 Willy may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
11.1 All legal notices or demands to or upon Willy shall be made in writing and sent to Willy personally, by courier, certified mail to the following entity and address: Poland, 09-200 Sierpc, Traugutta 24 Street, Attn: Legal Department. The notices shall be effective when they are received by Willy in any of the above-mentioned manner.
11.2 All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail to the last-known correspondence or email address provided by the User to Willy, or by posting such notice or demand on an area of the App that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when:
a) Willy is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
b) immediately upon Willy posting such notice on an area of the App that is publicly accessible without charge.
11.3 You agree that all agreements, notices, demands, disclosures and other communications that Willy sends to you electronically satisfy the legal requirement that such communication should be in writing.
- GENERAL PROVISIONS
12.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and Willy with respect to and govern your use of the App and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
12.2 Willy and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
12.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
12.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
12.5 Willy’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Willy’s right to act with respect to subsequent or similar breaches.
12.6 Willy shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Willy). You may not assign, in whole or part, the Terms to any person or entity.
12.7 The Terms shall be governed by the laws of Poland, without regard to its conflict of law provisions and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Poland.