Terms & Conditions

The Legal Stuff

Effective from 13th July 2015

Acceptance

In using this website you are deemed to have read and agreed to the following Terms and Conditions:

The Tyxto Terms and Conditions, Privacy Policy, and Disclaimer Notices and all other additional terms and information that may be provided within the Service (collectively 'Terms') govern your use of the service, site, content and software (collectively the 'Service'). By registering for or using the Service or any portion of it you accept the Terms.

The Terms constitute an Agreement ('Agreement') between you ('Client') and EEMGlobal S.R.L, Aurel Vlaicu 34/33, 400581 Cluj-Napoca, Romania ('Tyxto'), defining your and Tyxto’s rights and responsibilities with respect to the Service. Each of Client and Tyxto is hereinafter referred to as a 'Party' and collectively as the 'Parties'. Any use of the terminology or other words in the singular, plural, or any combinations are taken as interchangeable and therefore are referring to the same.

Business Listing

To create a Business Listing ('Business Listing' or short 'Listing') on the Service you must register each of your to be registered businesses or local services, separately. We ask you to provide minimum business information ('Base Data') about you and your business or local service. To each Business Listing you can add further detailed information ('Detailed Data'). The Base Data and the Detailed Data collectively are the 'Business Data'.

The Base Data must include at least following information: your businesses name, address of operation, and at least one category.

The Detailed Data may include information such as a in-depth description of your business, opening hours, contact details, references to your social media presence(s), multimedia content such as pictures and videos, search keywords, etc.

Any Business Listing is subject to approval by Tyxto prior to any distribution and/or publishing and the decision to distribute and/or to publish the Busienss Listing or parts of is done at Tyxto’s sole discretion. Client explicitly agrees to NOT provide Tyxto with any Business Data or other content, which:

(i) Client has no right to add to the Business Listing; or

(ii) is inaccurate, non-factual, or misleading; or

(iii) is profane, offensive, or discriminatory; or

(iv) includes sexually suggestive text, image, video, audio, or any other form of content; or

(v) promotes criminal activities and/or content depicting or promoting violence or drug use; or

(vi) is advertisement directed at/collecting information from a child under 13 years; or

(vii) is advertisement from any company for whom the manufacturing or sale of tobacco products is the sole activity.

If Client provides Tyxto with Business Data, which violates Tyxto’s above content guidelines Tyxto may delete or alter the Clients Business Data and/or Business Listing or parts of it at its sole discretion. In such case Tyxto keeps the right to terminate the Agreement with immediate effect by informing Client via email of the termination. Tyxto shall not be made responsible in any way for any such Business Data or other content provided by Client to be added to the Business Listing.

Service

Tyxto’s Service enables the Client to access, edit, delete, update, or otherwise alter his Business Listing information at any time via Tyxto’s digital assets such as websites. Tyxto also offers at its sole discretion the opportunity to actively promote a business and/or a Business Listing and/or to provide a statistical report regarding Client’s Business Listing such as aggregated data on how often Client’s Business Listing has been accessed by end users on Tyxto’s or via Partner and/or affiliate properties.

Client agrees that any exchange or interactivity such as correspondence, negotiations, or dealings related to your business with any other business, Client, customer or third party does not involve Tyxto and that you are responsible for any of such correspondence, negotiations, or dealings.

Publishing and Partner

Tyxto shall use reasonable efforts to add your Business Listing to the Service ('Publishing') and to distribute your Listing to third parties such as Yelp, Foursquare, HERE Maps, etc. '(Partner') and/or any affiliate services. Tyxto does not guarantee or warrant that Client’s Business Listing will be added to the Service or its Partner and/or affiliate services or that it will be included within a certain timeframe after you provided Tyxto with your Business Data.

You agree that Tyxto may use your Business Data for validation purposes against other business listings to increase accuracy and timeliness of the service, data and information provided to and by any client, Partner, affiliate and/or third party to Tyxto.

Your Business Data and Business Listing may be visible in the search results or elsewhere in the Service as well as in its Partner and/or affiliate services. Tyxto is not obliged to place your Business Listing in any specific manner or order, but may decide at its sole discretion as to the display, placement and appearance of the Business Data and Business Listing on it’s own, its Partners and/or its affiliates digital assets.

Tyxto may use third party data in connection with your Business Data provided that such connection is used by Tyxto to improve services delivered to its Client, clients, users, Partners, and/or affiliates.

License

Subject to the Terms and Conditions of this Agreement, Client hereby grants to Tyxto, its Partners and affiliates a non-exclusive, transferable, royalty free, perpetual rights to use Business Data and as necessary to perform the underlying agreement and Service to its Client, clients, users, Partners, and affiliates during the Term, to:

(i) integrate Business Data in Tyxto’s database, Service, and Business Listing;

(ii) store, replicate, download, localize, reproduce and process Business Data as needed to perform the Service;

(iii) use, copy, play, reproduce, reformat, perform, enrich, alter, and/or merge Business Data with other business data obtained by Tyxto, its Partners, Partner’s customers, or affiliates; through any means, methods or combinations whatsoever in Tyxto’s sole discretion, and solely for the purposes of: (a) performing the Service (if deemed necessary by Tyxto); (b) using, reproducing, copying, playing, distributing, formatting and reformatting, publicly performing and displaying the Business Data (in whole or parts) as part of the Service, directly or indirectly via Partner, Partner’s customers, and/or affiliates, any portion thereof and/or derivative works of Business Data to any Partner, Partner’s customers, and/or affiliate, in conjunction with any products whatsoever, including third party services, web-sites and applications utilizing Tyxto services, and (c) performing Tyxto’ obligations and exercising its rights under this Agreement;

(iv) use, copy, analyse, disclose and provide Business Data to Tyxto’s Partners, Partner’s customers, and affiliates to analyse the Business Data and Business Listing and to develop and create related advertising for end users as applicable and to create statistical reports;

(v) use Business Data for Tyxto internal purposes;

(vi) directly or indirectly promote, sell, divulge, distribute, and/or advertise its Services including Business Data and/or derivatives of such within Tyxto services through any means, methods or combinations whatsoever; and

(vii) allow Partner’s customers indirectly to use Business Data as Partners already utilize such Business Data. If Client adds, alters or deletes any Business Data, that will not affect any (sub-) licenses granted by Tyxto to it’s Partners, Partner’s customers and/or affiliates, provided that the Business Data has already been utilized by Partner, Partner’s customers, and/or any affiliates in any way. Client hereby explicitly acknowledges and agrees that as soon as Business Data (in whole or parts) has been utilized by a Partner, Partner’s customer, and/or any affiliate, Tyxto cannot guarantee the deletion, non-modification, re-modification and/or non-use of the respective Business Data from any service, system or device under the control and operated by such Partner, Partner’s customers and/or any affiliates.

For the avoidance of doubt, Tyxto is entitled to assign any third party with the development and maintenance of the Service and to sublicense its obtained rights under this Agreement to third parties to ensure performance of the Agreement and of the Service.

Trademarks

Shall mean all registered and unregistered names, trade names, trademarks, brands, domain names and logos as well as other similar assets or Business Data owned or licensed by Client from an affiliate or third party that is relevant for the Agreement ('Client Trademarks'). Client may provide Tyxto with such Client Trademarks via the Tyxto Service as part of the Business Data.

Tyxto shall make best efforts to comply with Client’s instructions or trademark guidelines, if any, which may apply for the use of Client Trademarks. Except for the rights expressly granted above no other licenses are granted to Tyxto under this Agreement, neither explicitly nor implied, and Client reserves all rights, title, and interests not granted herein.

Tyxto is NOT liable for the publishing or display of any Client Trademarks on the Service or its Partner, Partner’s customers and/or affiliate assets. Client grants Tyxto the worldwide, non-exclusive, transferable, royalty free, perpetual right to use Client Trademarks as necessary to perform the underlying agreement and Service(s) to its Client, clients, users, Partners, Partner’s customers and/or affiliates. During the Term of the Agreement Tyxto may utilize Client Trademarks to further market, promote and sell Tyxto services at its sole discretion.

Fees and Payment Terms

For providing the Service, Tyxto will charge Client a one-time set up fee ('Set-Up Fee') for each Business Listing. Based on the total amount of Business Listings Client adds to the Service, the Parties may agree on a decreased accumulated Set-Up Fee. There are no further costs to the Client for utilizing the Service within first 12 months of the term of the Agreement. With the renewal term and any 12 months after Tyxto will charge Client a yearly service fee ('Service Fee') for the remaining Term of the agreement for each Business Listing the Client registers for the Service. Based on the total amount of Business Listings Client adds to the Service the Parties may agree on a decreased accumulated Service Fee. The Service Fee will be due at first day of each Renewal Term, the Set-Up-Fee is due with registration of the Business Listing. The Set-Up Fee and the Service Fee together is the 'Fee' and will be withdrawn from Client by Tyxto’s payment service provider.

Tyxto offers two product bundles ('Plan'), which vary in the set of functionalities ('Feature-Set') provided and in the amount of the Fee charged. The Feature-Set provided per Plan may be adjusted by time to time at Tyxto’ sole discretion. All prices listed and payments to be made to Tyxto are in € (EURO) inclusive of Value Added Tax (VAT) applicable based on the tax regulations of Romania.

By accepting this click-through-agreement Client confirms to use Tyxto’s payment service provider to conclude any transaction of Fees due to Tyxto.

Term, Termination and Refund Policy

The Agreement commences upon Clients acceptance of this click-through-agreement by registering and adding his business to the Tyxto Service and continues in effect for 12 months thereafter ('Initial Term') and shall automatically renew for additional one (1) year terms (each a 'Renewal Term') unless either Party terminates the agreement. The Initial Term and the Renewal Term, if any, shall collectively be referred to herein as the 'Term'.

Both the Client and Tyxto have the right to terminate the agreement at any time without providing any reason, including the ending of services that are already underway. No refunds shall be offered, where the Service is deemed to have begun and is, for all intents and purposes, underway. Any monetary compensation that has already been paid by Client to Tyxto, which constitutes payment of Fees in respect of the provision of unused Services, will NOT be refunded, if the Client terminates the agreement prior to the end of the Term. Any monetary compensation that has already been paid by Client to Tyxto, which constitutes payment of Fees in respect of the provision of unused Services, will be refunded on a pro-rata basis, if Tyxto terminates the agreement more than one (1) calendar month prior to the end of the Term. Any monetary compensation that has already been paid by Client to Tyxto, which constitutes payment of Fees in respect of the provision of unused Services, will NOT be refunded, if the Client violated Tyxto’s content guidelines and as a result thereof Tyxto terminates the agreement prior to the end of the Term. The termination of the Agreement by either Party shall become immediately effective.

Availability

Unless otherwise stated, Tyxto’s Service is available only within the European Union, or in relation to postings from the European Union. For a complete and latest list of countries where the Service is available please visit our FAQ section available at www.tyxto.com/faq. All advertising provided is intended solely for the European Union market. You are solely responsible for evaluating the fit for a particular purpose of any download, program, content, or text available through this site. Any redistribution or republishing of any part of this site or its content is prohibited, including such by framing or other similar or any other means, without the express written consent of Tyxto. We do not warrant any uninterrupted, timely and/or error free service, although it is provided to the best ability. By using this service you thereby indemnify Tyxto, its employees, agents, partners and affiliates against any loss or damage, in whatever manner, howsoever caused.

Confidentiality

Any information concerning a Client and his respective Client Data (not to be confused with Business Data) may be passed to third parties. However, Client Data is regarded as confidential and therefore will only be divulged to any third party if legally required doing so by the appropriate authorities. Clients have the right to request sight of, and copies of any and all Client Data we keep, on the proviso that Tyxto is given reasonable notice in writing 30 calendar days in advance of such request. Clients are advised to retain copies of any information issued by Tyxto in relation to the provision of the Service. Where appropriate, Tyxto shall provide Client with appropriate written information, handouts or copies of data as part of an agreed contract, for the benefit of both Parties.

Tyxto will not sell, share, or rent Client’s personal information to any third party or use Client’s e-mail address for unsolicited email communication. Any emails sent by Tyxto shall be only in connection with the performance of the provisions of the Service.

Exclusions and Limitations

The information on this website is provided on an 'as is' basis. To the fullest extent permitted by law, Tyxto excludes all:

(i) representations and warranties relating to Tyxto website and its contents or which is or may be provided by any Partner, Partner’s customers, affiliate or other third party, including in relation to any inaccuracies or omissions on this website and/or in Tyxto’s literature; and

(ii) liability for damages arising out of or in connection with Clients use of the Service. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or Tyxto has advised Client of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.

The above exclusions and limitations apply only to the extent permitted by law. None of your statutory rights as a consumer are affected.

Copyright Notice

Copyright and other relevant intellectual property rights exist on text relating to the Service and the content of this website.

Communication

Clients should contact Tyxto using the contact form on Tyxto website, or Tyxto’s email address, telephone, or facsimile numbers as available.

Force Majeure

Non of the Parties shall be liable to the other for any failure to perform any obligation under the Agreement which is due to an event beyond the control of any Party including but not limited to any Act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or human made eventuality outside of Tyxto’s control, which causes the termination of the Agreement, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable efforts to comply with the Terms and Conditions of the Agreement contained herein.

Waiver

Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Agreement. No waiver of any of the provisions of this or any Agreement shall be effective unless it is expressly stated to be such and signed by both Parties.

Disclaimer and Notification of Changes

Tyxto reserves the right to change the Terms and Conditions from time to time at its sole discretion as it sees fit and your continued use of the site will signify your acceptance of any adjustment to these terms. If there are any changes to our Privacy Policy, we will announce that these changes have been made available on our website. If there are any changes on how we use on our site Client’s personally identifiable information, notification by e-mail or postal mail will be made to those affected by this change. Any changes to our Privacy Policy will be posted on our web site. You are therefore advised to re-read this statement on a regular basis.

These Terms and Conditions form part of the Agreement between the Client and Tyxto. Your access of this website and/or undertaking of a purchase indicates your understanding, agreement to and acceptance, of the Disclaimer Notice and the full Terms and Conditions contained herein. Your statutory Consumer Rights are unaffected.