TERMS AND CONDITIONS

Last updated January 23, 2025

AGREEMENT TO OUR LEGAL TERMS

We are Next Chapter Software SRL (“Company,” “we,” “us,” or “our”). Our VAT number is 47979224. We operate the website https://cardpass.ro (the “Site”), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms”) (collectively, the “Services”).

Cardpass is an online service that helps you create a digital business card, which can then be added to your Apple Wallet or Google Wallet.

You can contact us by phone at (+40)0754390076, email at contact@cardpass.ro, or by mail to Viorel Salagean nr 18, Satu Mare, Satu Mare 123131, Romania.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Next Chapter Software SRL, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the “Last updated” date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and be deemed to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

The Services are intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Services. If you are a minor, you must have your parent or guardian read and agree to these Legal Terms prior to you using the Services.

We recommend that you print a copy of these Legal Terms for your records.

TABLE OF CONTENTS

  1. OUR SERVICES
  2. INTELLECTUAL PROPERTY RIGHTS
  3. USER REPRESENTATIONS
  4. PRODUCTS
  5. PURCHASES AND PAYMENT
  6. REFUNDS POLICY
  7. SOFTWARE
  8. PROHIBITED ACTIVITIES
  9. USER GENERATED CONTRIBUTIONS
  10. CONTRIBUTION LICENCE
  11. SERVICES MANAGEMENT
  12. PRIVACY POLICY
  13. TERM AND TERMINATION
  14. MODIFICATIONS AND INTERRUPTIONS
  15. GOVERNING LAW
  16. DISPUTE RESOLUTION
  17. CORRECTIONS
  18. DISCLAIMER
  19. LIMITATIONS OF LIABILITY
  20. INDEMNIFICATION
  21. USER DATA
  22. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
  23. CALIFORNIA USERS AND RESIDENTS
  24. MISCELLANEOUS
  25. CONTACT US

1. OUR SERVICES

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services “AS IS” for your personal, non-commercial use only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable licence to:

solely for your personal, non-commercial use.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: contact@cardpass.ro. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions and contributions

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services (collectively, “Contributions”). Contributions may include text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material. Any Submission that is publicly posted shall also be treated as a Contribution.

You understand that Contributions may be viewable by other users of the Services.

When you post Contributions, you grant us a licence: By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, and exploit your Contributions (including your image, name, and voice) for any purpose, commercial or otherwise, to prepare derivative works of, or incorporate them into other works, and to sublicense the licences granted in this section. Our use and distribution may occur in any media formats and through any media channels.

This licence includes our use of your name, company name, and franchise name, as applicable, and any trademarks, service marks, trade names, logos, and personal and commercial images you provide.

You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions, you:

You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any losses we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we have the right to remove or edit them at any time if in our opinion they are harmful or in breach of these Legal Terms. If we remove or edit such Contributions, we may also suspend or disable your account and report you to the authorities.

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services “AS IS” for your personal, non-commercial use only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable licence to:

solely for your personal, non-commercial use.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: contact@cardpass.ro. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions and contributions

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services (collectively, “Contributions”). Contributions may include text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material. Any Submission that is publicly posted shall also be treated as a Contribution.

You understand that Contributions may be viewable by other users of the Services.

When you post Contributions, you grant us a licence: By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, and exploit your Contributions (including your image, name, and voice) for any purpose, commercial or otherwise, to prepare derivative works of, or incorporate them into other works, and to sublicense the licences granted in this section. Our use and distribution may occur in any media formats and channels.

This licence includes our use of your name, company name, and franchise name, as applicable, and any trademarks, service marks, trade names, logos, and personal and commercial images you provide.

You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions, you:

You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any losses we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we have the right to remove or edit them at any time if in our opinion they are harmful or in breach of these Legal Terms. If we remove or edit such Contributions, we may also suspend or disable your account and report you to the authorities.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that:
(1) you have the legal capacity and you agree to comply with these Legal Terms;
(2) you are not under the age of 13;
(3) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Services;
(4) you will not access the Services through automated or non-human means;
(5) you will not use the Services for any illegal or unauthorized purpose; and
(6) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. PRODUCTS

All products are subject to availability. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

5. PURCHASES AND PAYMENT

We accept the following forms of payment: Visa, Mastercard, American Express, Discover, PayPal.

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information so that we can complete your transactions and contact you as needed. Sales tax will be added as deemed required by us. We may change prices at any time. All payments shall be in Euros.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for such amounts. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order if orders appear to be placed by dealers, resellers, or distributors.

6. REFUNDS POLICY

All sales are final and no refund will be issued.

7. SOFTWARE

We may include software for use in connection with our Services. If such software is accompanied by an end user licence agreement (“EULA”), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable licence to use such software solely in connection with our services and in accordance with these Legal Terms. The software is provided “AS IS” without warranty of any kind. You accept any and all risk arising out of use or performance of any software. You may not reproduce or redistribute any software except as allowed under the EULA or these Legal Terms.

8. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those specifically endorsed or approved by us.

As a user of the Services, you agree not to:

9. USER GENERATED CONTRIBUTIONS

The Services may invite you to create or post content and materials, including text, writings, video, audio, photographs, graphics, comments, or other material (“Contributions”). Contributions may be viewable by other users and through third-party websites. Accordingly, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you represent and warrant that:

Any use of the Services in violation of the foregoing may result in termination or suspension of your rights to use the Services.

10. CONTRIBUTION LICENCE

By posting your Contributions to any part of the Services, you automatically grant (and warrant that you have the right to grant) to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and licence to host, use, copy, reproduce, disclose, sell, publish, broadcast, reformat, translate, transmit, excerpt, and distribute your Contributions (including image and voice) for any purpose, commercial or otherwise, and to prepare derivative works and grant sublicences of the foregoing. The use and distribution may occur in any media formats and channels.

You retain full ownership of your Contributions. We are not liable for any statements or representations in your Contributions. We have the right, in our sole discretion, to edit or remove any Contributions at any time without notice if we consider them harmful or violating these Legal Terms.

11. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to (1) monitor the Services for violations; (2) take appropriate legal action against anyone who violates the law or these Legal Terms; (3) in our sole discretion refuse or restrict access to any of your Contributions; (4) remove or disable content or files that are excessive in size; and (5) manage the Services in a manner designed to protect our rights and property.

12. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: http://www.cardpass.ro/privacy-policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. The Services are hosted in the United States. If you access the Services from other regions, you are transferring your data to the United States and expressly consent to have it processed there. We do not knowingly accept or market to children under 13. If we learn we have received personal information from users under 13 without parental consent, we will delete it as soon as possible.

13. TERM AND TERMINATION

These Legal Terms remain in full force while you use the Services. We reserve the right, in our sole discretion, without notice or liability, to deny access to the Services to anyone for any reason, including for breach of these terms. We may terminate your use or delete any content at any time without warning.

If we terminate or suspend your account, you are prohibited from creating a new account under your name or any other name. We reserve the right to take appropriate legal action, including civil, criminal, and injunctive remedies.

14. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We have no obligation to update any information on our Services. We will not be liable for any modification, price change, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times; we may experience technical problems or need to perform maintenance, resulting in interruptions or errors. We are not liable for any loss or damage caused by your inability to access or use the Services during any downtime.

15. GOVERNING LAW

These Legal Terms are governed by the laws of Romania, excluding the use of the United Nations Convention of Contracts for the International Sales of Goods. If you are a consumer in the EU, you also have the protection of your country's mandatory laws. Both parties agree to submit to the non-exclusive jurisdiction of the courts of Cluj Napoca, Romania.

16. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute arising from these Legal Terms (“Dispute”), you and we agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration.

Binding Arbitration

Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration in Strasbourg. The seat of arbitration shall be Cluj Napoca, Romania. The language of the proceedings shall be Romanian. Applicable rules of substantive law shall be the law of Romania.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. No arbitration shall be joined with another proceeding or proceed on a class-action basis.

Exceptions

The Parties agree that the following Disputes are not subject to the above provisions: (a) any Dispute seeking to enforce or protect any intellectual property rights; (b) any Dispute related to theft, piracy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, such Dispute shall be decided by a court of competent jurisdiction.

17. CORRECTIONS

There may be information on the Services that contains typographical errors or omissions. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time without prior notice.

18. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT AND ASSUME NO LIABILITY FOR ERRORS, PERSONAL INJURY, UNAUTHORIZED ACCESS, OR ANY INTERRUPTION OF TRANSMISSION. WE DO NOT WARRANT ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES AND WILL NOT BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTIES.

19. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT OR LOST DATA, ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our officers and employees, from any loss or damage arising out of (1) your Contributions, (2) your use of the Services, (3) your breach of these Legal Terms, (4) your violation of a third party's rights, or (5) any harmful act toward another user. We reserve the right to assume exclusive defense of any claim for which you indemnify us, at your expense.

21. USER DATA

We will maintain certain data you transmit to the Services for the purpose of managing performance, as well as data relating to your use of the Services. You are solely responsible for all data you transmit or that relates to any activity you undertake. We have no liability for any loss or corruption of such data, and you waive any right of action against us arising from such loss or corruption.

22. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You waive any rights or requirements under laws in any jurisdiction which require an original signature or retention of non-electronic records.

23. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

24. MISCELLANEOUS

These Legal Terms and any policies posted by us on the Services constitute the entire agreement between you and us. Our failure to enforce any provision shall not operate as a waiver. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others. We are not liable for any loss or damage caused by factors beyond our reasonable control. If any part of these Legal Terms is deemed unlawful or unenforceable, that part is severable and does not affect other provisions. No partnership or agency relationship is created by these Legal Terms. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You waive any defenses based on the electronic form of these Legal Terms and the lack of signing by the parties.

25. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Next Chapter Software SRL
Viorel Salagean nr 18
Satu Mare, Satu Mare 123131
Romania
Phone: (+40)0754390076
Email: contact@cardpass.ro

CARDPASS