Poiosis Terms of Use
Published: 23/01/2023
Effective as of: 23/01/2023
These Terms of Use (the “Terms”) govern your use of and access to our website, customer support, discussion forums or other interactive areas or services, and web services (collectively, the “Services”) and software that we include as part of the Services, as well as any applications, including mobile applications, scripts, instructions and related documentation (collectively, the “Software”). If you have entered into another agreement with us concerning specific Services or Software, then the terms of that agreement control where it conflicts with the Terms.
You must be 16 or older to register for an individual Poiosis ID. Anyone under the age of 18 must have approval of a parent or guardian.
1. Your Agreement with Poiosis.
1.1. Choice of Law. These Terms and any action related thereto will be governed by the laws of Greece without regard to its conflict of laws provisions. You agree that the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the courts located in Patras, Greece. You may have additional rights under your local law. We do not seek to limit those rights where it is prohibited to do so by law.
1.2. Ownership. You (as a Business or an individual, as applicable) retain all rights and ownership of your Content. We do not claim any ownership rights to your Content.
1.3. Updates to Terms. We may make changes to the Terms from time to time, and if we do, we will notify you by revising the date at the top of the Terms and, in some cases, we may provide you with additional notice. You should look at the Terms regularly. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Services and Software will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services and Software.
2. Privacy.
2.1. Privacy. For information about how we collect, use, share, or otherwise process information about you and your use of our apps and websites, please see our Privacy Notice.
2.2. Our Access to Your Content. Where permitted by law, we will only access, view, or listen to your Content (defined in section 4.1 (Content) below) in limited ways. For example, in order to perform the Services, we may need to access, view, or listen to your Content to (A) respond to Feedback or support requests; (B) detect, prevent, or otherwise address fraud, security, legal, or technical issues; and (C) enforce the Terms. Our automated systems may analyze your Content using techniques such as machine learning in order to improve our Services and Software and the user experience. You represent and warrant that your content is not unlawful and that it does not infringe any third-party right.
2.3. Data Processing Agreement. Where customer information includes personal information and where you are considered a “Data Controller” and Poiosis is a “Data Processor” as defined under the General Data Protection Regulation EU Regulation 2016/679 (“GDPR”), the terms of the Poiosis Data Processing Agreement (“DPA”), including the European Commission approved Standard Contractual Clauses, as applicable, shall apply to the processing of such personal information and are incorporated by reference into the Terms. To receive a copy of a DPA please contact us: privacy@mismatch.gr. You as a Data Controller represent and warrant that you have acquired the express consent of the data subject(s) and/or you are otherwise entitled, under an applicable legal basis, to process the personal information of the data subject(s) through the use of the Services and Software.
2.4. Transfer of Personal Information. We process and store information in various countries, as explained in our Privacy Notice. By using our apps and websites, you agree that you authorize Poiosis to transfer your personal information across national borders and to other countries where Poiosis and its partners operate.
3. Use of Services and Software.
3.1. License. Subject to your compliance with the Terms and applicable law, you may access and use the Services and Software that we make available, and that you license from us. Your license(s) expire upon Termination of the Terms under section 11 (“Termination”). You agree that your decision to use or purchase Software or Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
3.2. Poiosis Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the Services and Software. Except as stated in the Terms, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Services or Software. We reserve all rights not granted under the Terms.
3.3. Storage. We recommend that you backup your Content elsewhere regularly if the Services provide storage and this functionality is enabled by the applicable Services. We may create reasonable technical limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your account. At the end of your license term, we will use commercially reasonable efforts to allow you to transition your Content out of the Services. The transition must be completed within 30 days from the date of the termination or expiration of your license term. At the end of this 30-day transition period, we reserve the right to delete your Content. You should download any Content that you have stored in the Services before your license ends.
3.4. User-Generated Content. We may host user-generated content from our users. If you access our Services, you may come across user-generated content that you find offensive or upsetting. Your sole remedy is to stop accessing (viewing or listening) the content. If available, you may also click on the “Report” button to report offensive user-generated content to us.
3.5. Free memberships, offers, and trials. Poiosis may offer free memberships, offers, and trial memberships in its sole discretion. If access to the Services or Software is provided to you for free or for trial purposes, such access is governed by these Terms. At any time prior to or during the free or trial period, Poiosis may, in its sole discretion, terminate the free or trial access without prior notice and without any liability to you, to the extent permitted under applicable law, for any reason, including to prevent abuse of the free or trial access. After the free or trial access period expires, you may only continue using the Services or Software by enrolling in a paid subscription, if available, or as otherwise permitted by Poiosis. During the free or trial period, no express or implied warranties shall apply to the Services and Software, all Services and Software are provided “as-is” with all defects, and no technical or other support is included.
3.6. Third-Party Services and Software. The Services and Software may include third-party services and software, and you are responsible for complying with any and all third-party terms that apply. Some third-party terms may be applicable to your use of the Services and Software. Access to third-party services and software is provided for convenience only, and 0Poiosis has no responsibility for such third-party services and software.
4. Your Content.
4.2. Licenses to Your Content in Order to Operate the Services and Software. Solely for the purposes of operating or improving the Services and Software, when you upload Content to the Services or Software, you grant us a nonexclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your Content, for example), publicly perform, and translate the Content.
4.3. Sharing Your Content.
4.3.1. Sharing. Some Services and Software may provide features that allow you to Share your Content with other users or to make it public. “Share” means to email, post, transmit, stream, upload, or otherwise make available (whether to us or other users) through your use of the Services and Software. Other users may use, copy, modify, or re-share your Content in many ways. Please carefully consider what you choose to Share or make public as you are responsible for the Content that you Share.
4.3.2. Level of Access. We do not monitor or control what others do with your Content. You are responsible for determining the limitations that are placed on your Content and for applying the appropriate level of access to your Content. If you do not choose the access level to apply to your Content, the system may default to its most permissive setting. It is your responsibility to let other users know how your Content may be Shared and to adjust the setting related to accessing or sharing your Content.
4.3.3. Comments. Any comments that you submit through the Services and Software are not anonymous and may be viewed by other users. Your comments may be deleted by you, by other users, or by us.
4.5. Feedback. You have no obligation to provide us with ideas, suggestions, proposals, or bug or crash reports (“Feedback”). If you submit Feedback to us however, then you grant us a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable, and transferable license to make, use, sell, have made, offer to sell, import, export, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
5. Your Account.
5.1. Account Information. You are responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent. Please notify Customer Support immediately if you become aware of any unauthorized use of your account. You may not (A) share your account information (except with an authorized account administrator), whether intentionally or unintentionally; or (B) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services and Software.
5.2. Account Inactivity. You are responsible for keeping your account active, which means you must sign in periodically to avoid any disruption or loss of access to the Services and Software, or termination of your account. If you don’t sign into your account periodically, we reserve the right to assume your account is inactive, and you agree that we may close it for you. You understand that you will lose access to any Content stored in your account upon closure. Prior to closing your account for inactivity, we will attempt to provide notice to you. For the avoidance of doubt, this section 5.2 (Account Inactivity) does not apply to paid accounts in good standing.
6. User Conduct.
6.1. Responsible Use. The Poiosis communities often consist of users who expect a certain degree of courtesy and professionalism. You must use the Services and Software responsibly.
6.2. Misuse. You must not misuse the Services or Software. For example, you must not:
6.2.1. use the Services or Software without, or in violation of, a written license or agreement with Poiosis;
6.2.2. copy, modify, host, stream, sublicense, or resell the Services or Software;
6.2.3. enable or allow others to use the Services or Software using your account information;
6.2.4. offer, use, or permit the use of the Services or Software in a computer services business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as a part of a hosted service, or on behalf of any third party;
6.2.5. use the Software to construct any kind of database or dataset;
6.2.6. access or attempt to access the Services or Software by any means other than the interface we provide or authorize;
6.2.7. circumvent any access or use restrictions put into place to prevent certain uses of the Services or Software;
6.2.8. Share Content or otherwise engage in behavior that violates anyone’s Intellectual Property Rights. “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights;
6.2.9. Share any Content that is unlawful, harmful, threatening, obscene, violent, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, hateful, or otherwise objectionable;
6.2.10. Share any Content that sexualizes minors or that is intended to facilitate inappropriate interactions with minors, other Poiosis users, or the public;
6.2.11. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
6.2.12. attempt to disable, impair, or destroy the Services or Software;
6.2.13. upload, transmit, store, or make available any Content or code that contains any viruses, malicious code, malware, or any components designed to harm or limit the functionality of the Services or Software;
6.2.14. disrupt, interfere with, or inhibit any other user from using the Services or Software (such as stalking, intimidation, harassment, or incitement or promotion of violence or self-harm);
6.2.15. engage in chain letters, junk mails, pyramid schemes, phishing, spamming, fraudulent activities, or other unsolicited messages;
6.2.16. place an advertisement of any products or services in the Services except with our prior written approval;
6.2.17. use any data mining or similar data gathering and extraction methods in connection with the Services or Software, including data scraping for machine learning or other purposes;
6.2.18. artificially manipulate or disrupt the Services or Software (such as manipulating appreciations or driving users to third-party sites);
6.2.19. create Poiosis accounts for the purpose of violating these terms or for circumventing account termination or other types of actions taken by Poiosis;
6.2.20. manipulate or otherwise display the Services or Software by using framing or similar navigational technology; or
6.2.21. violate applicable law.
7. Fees and Payment.
7.1. Taxes and Third-Party Fees. You must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile provider fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses. If you are located in a different country from the applicable Poiosis entity with which you are transacting, your payments will be made to a foreign entity.
7.2. Payment Information. You authorize us to store your payment method and use it in connection with your use of the Services and Software and payment of the fees owed to us as described in your applicable subscription, as per your order. To avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us to continue billing your account with the updated information that we obtain.
8. Your Warranty and Indemnification Obligations.
8.1. Warranty. By uploading your Content to the Services or Software, you agree that you have: (A) all necessary licenses and permissions to use and Share your Content; and (B) the rights necessary to grant the licenses in the Terms.
8.2. Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your Content, your use of the Services or Software (as applicable), or your violation of the Terms. We have the right to control the defense of any claim, action, or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action, or matter.
9. Disclaimers of Warranties.
9.1. The Services and Software are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (A) the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (B) the results obtained from the use of the Services or Software will be effective, accurate, or reliable; (C) the quality of the Services or Software will meet your expectations; or (D) any errors or defects in the Services or Software will be corrected.
9.2. We specifically disclaim all liability for any actions resulting from your use of any Services or Software. You may use and access the Services or Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to any Service or Software.
9.3. If you post your Content on our servers to publicly Share through the Services, we are not responsible for: (A) any loss, corruption, or damage to your Content; (B) the deletion of Content by anyone other than Poiosis; or (C) the inclusion of your Content by third parties on other websites or in other media.
10.1. We are not liable to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary or punitive damages whatsoever, regardless of cause, including losses and damages (A) resulting from loss of use, data, reputation, revenue, or profits; (B) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or (C) arising out of or in connection with your use of or access to the Services or Software.
10.2. Our total liability in any matter arising out of or related to the Terms is limited to the greater of (A) €10; or (B) the aggregate amount that you paid for access to the Services and Software during the three-month period preceding the event giving rise to the liability.
10.3. These limitations and exclusions in this section 10 (Limitation of Liability) apply to the maximum extent permitted by law even if (A) a remedy does not fully compensate you for any losses or fails of its essential purpose; or (B) we knew or should have known about the possibility of damages.
10.4. These Terms set forth the entire liability of Poiosis and its affiliates as well as your exclusive remedy with respect to access and use of the Services and Software.
11.1. Termination/Withdrawal by You. You may stop using the Services and Software at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees. Further, you have the right to withdraw from your contract with Poiosis within 14 days after the day the contract was agreed, in which case you will be entitled to a full refund.
11.2. Termination by Us. If we terminate the Terms, or your use of the Service(s) or Software for reasons other than for cause, we will make reasonable efforts to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your Content. Please note you may lose access to your Content upon termination, as described in Section 4.4 (Termination of License). We may, at any time, terminate or suspend your right to use and access the Services or Software if:
11.2.1. you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
11.2.2. you fail to make the timely payment of fees for the Services or Software, if any;
11.2.3. you physically, verbally, or through other means abuse, threaten, bully, or harass us or our personnel (in such circumstances, we may alternatively suspend or restrict your access to the Services or Software);
11.2.4. you have repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Services or Software);
11.2.5. we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful);
11.2.6. we elect to discontinue the Services or Software, in whole or in part (such as if it becomes impractical for us to continue offering Services in your region due to change of law); or
11.2.7. there has been an extended period of inactivity in your free account.
11.3. Survival. Upon the expiration or termination of the Terms, some or all of the Services and Software may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers and limitations of liabilities, and dispute resolution provisions stated in the Terms will survive.
12. Trade Sanctions and Export Control Compliance.
The Services and Software, and your use of them, are subject to laws, restrictions, and regulations in various jurisdictions that (A) govern the import, export, and use of the Services and Software; and (B) may prohibit us from providing the Services and Software to you without notice. By using the Services and Software, you agree to comply with all such laws, restrictions, and regulations, and you warrant that you are not prohibited from receiving the Services and Software by the laws of any jurisdiction.
13. Equitable remedies
Notwithstanding anything contained in the Terms to the contrary, you acknowledge and agree that any violation of or non-compliance with the Terms by you will cause irreparable harm to Poiosis, for which monetary damages would be inadequate, and you consent to Poiosis obtaining any injunctive or equitable relief that Poiosis deems necessary or appropriate in such circumstances. Poiosis may also take any legal and technical remedies to prevent violation of and/or to enforce the Terms, including, but not limited to, immediate termination of your use of the Services and Software, if Poiosis believes in its sole discretion that you are violating or intend to violate the Terms. These remedies are in addition to any other remedies Poiosis may have at law, in equity or under contract.
14. Audit Rights.
If you are a Business, then we may, no more than once every 12 months, upon seven 7 days’ prior notice to you, appoint our personnel or an independent third-party auditor who is obliged to maintain confidentiality to inspect (including manual inspection, electronic methods, or both) your records, systems, and facilities to verify that your installation and use of any and all Services or Software is in conformity with its valid licenses from us. Additionally, you will provide us with all records and information requested by us within 30 days of our request in order for us to verify that the installation and use of any and all Services and Software is in conformity with your valid licenses. If the verification discloses a shortfall in licenses for the Services or Software, you will immediately acquire any necessary licenses, subscriptions, and applicable back maintenance and support. If the underpaid fees exceed 5% of the value of the payable license fees, then you will also pay for our reasonable cost of conducting the verification.
15. Updates to Services and Software and Availability.
15.1. Updates to the Services and Software. We may modify, update, or discontinue the Services or Software (including any portions or features) at any time, without liability to you or anyone else. However, for changes to paid offerings, we will make reasonable efforts to notify you of the modification, update, or discontinuation. If we discontinue the Services or Software in its entirety, we will use reasonable commercial efforts to allow you to transition your Content, and we may provide you with a pro rata refund for any unused fees for that Service or Software that you prepaid.
15.2. Availability. Webpages describing the Services are accessible worldwide, but this does not mean all Services or service features are available in your country or that user-generated content available via the Services is legal or available in your country. Access to certain Services (or certain Service features, Sample Files, or Content Files) in certain countries may be blocked by us or foreign governments. It is your responsibility to make sure your use of the Services is legal or available where you use them. Services are not available in all languages.
16. No Modifications, Reverse Engineering.
Except as expressly permitted in the Terms, you may not (A) modify, port, adapt, or translate any portion of the Services or Software; or (B) reverse engineer (including but not limited to monitoring or tracking the inputs and outputs flowing through a system or an application in order to recreate that system), decompile, disassemble, or otherwise attempt to discover, within any Service or Software, the source code, data representations or underlying algorithms, processes, methods, and any other portion of such Service or Software. If the laws of your jurisdiction give you the right to decompile the Services or Software to obtain information necessary to render the licensed portions of the Services or Software interoperable with other software, you must first request such information from us. We may, in our discretion, either provide such information to you or impose reasonable conditions, including a reasonable fee, on your decompilation of the Services or Software to ensure that our and our suppliers’ proprietary rights in the Services and Software are protected.
17. Miscellaneous.
17.1. Notice to Poiosis. You may send notices to us at the following address: privacy@mismatch.gr
17.2. Notice to You. We may notify you by email, postal mail, postings within the Services, or other legally accepted means. It is your responsibility to keep your account information current to receive notifications.
17.3. Non-Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. We may transfer our rights under the Terms to a third party.
17.4. Headings. Headings used in the Terms are provided for convenience only and will not be used to construe meaning or intent.
17.5. Severability. If any provision of the Terms is held invalid or unenforceable for any reason, the remainder of the Terms will continue in full force and effect.
17.6. No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.
17.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation (other than your payment obligations to Poiosis) under the Terms if the delay or failure is due to unforeseen events, which occur after the effectiveness of the Terms and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
