GENERAL TERMS AND CONDITIONS QMS B.V. (CROWNY)
By using the services Crowny (as defined below) offers to you through your Account (as defined below) on the website https://crowny.io/ and its extensions (the "Website") and/or Crowny's mobile (smartphone) application (the "App"), you hereby (i) agree to the applicability of these general terms and conditions (the(se) "Conditions") and (ii) acknowledge that your counterparty is QMS B.V. is a private limited company, with its registered office in the Municipality of Haarlemmermeer and its principal place of business at Schillingweg 50, (2153 PL) Nieuw-Vennep, listed in the trade register of the Chamber of Commerce under number 81100736 ("Crowny").
1. GENERAL AND SCOPE OF APPLICATION
By merely placing an order with Crowny and/or receiving the Services (as defined below) provided by Crowny, you (the "Customer") as Crowny's other party accept these Conditions and the Customer consents to the exclusive applicability of these Conditions.
These Conditions apply to and form an integral part of all agreements and legal relationships, irrespective of their title, entered into by Crowny. These Conditions also apply to all offers made by Crowny as well as to assignments and other legal and other relationships entered into by Crowny.
It is agreed between the Customer and Crowny that, once an agreement has been concluded subject to these Conditions, they will also apply to any future (follow-up) agreements and offers that are still to be made, in which case the most recent version of these Conditions will apply.
Crowny expressly rejects the applicability of any (general or other) terms and conditions used by the Customer, however named and regardless of how they are communicated to Crowny.
These Conditions also apply to any third parties Crowny engages in connection with the provision of the Services and/or the execution of any agreement.
Deviations from and additions to these Conditions are only valid and legally enforceable if they are agreed in writing between the Customer and Crowny.
If any provision contained in these Conditions and/or an agreement concluded is null and void or is annulled, the other provisions of these Conditions and/or the agreement in question will remain in force and the provision that is null and void or invalid will be replaced immediately by a provision that approximates.
2. OFFER AND PRICES
Unless otherwise stated by Crowny, offers made by her are voluntarily and without any (further) obligation. Crowny is entitled to revoke an offer free of engagement within three (3) working days after acceptance thereof by the Customer.
The prices quoted by Crowny are in euros and exclusive of turnover tax (VAT), regardless of the (crypto)currency in which the Customer ultimately pays Crowny. Crowny alone decides whether the Customer can pay for the Services and, if so, in which (crypto)currency.
All offers and/or quotations issued by Crowny are subject to price changes. Changes in taxes and/or levies will in all cases be passed on to the Customer.
3. THE SERVICE
Crowny will make the software and services, as well as the associated consultancy services, available to the Customer (via) the associated portals on the Website and/or the App, in accordance with the provisions on the Website and/or in the App, as well as in these Conditions (the “Services”).
The Services are provided by Crowny through or by using the Website and/or the App, with the exception of the associated consultancy services (if applicable). These Conditions also apply to all your visits to and use of the Website and the App, and to all information Crowny provides on the Website and/or the App through the Customer's input (the “Content”). The Content is (technically) made available to the Customer by Crowny through its blockchain network and associated platform accessible through the Website and the App (the “Platform”).
Crowny will take the necessary care in providing and implementing the Services and will monitor the quality of its service to the Customer. The Customer has no say or influence whatsoever in the execution, content and/or supply of the Services; Crowny will supply and perform the Services entirely independently and at its own discretion. Crowny is therefore entitled to amend the content and extent of the Services unilaterally and without prior notice.
Crowny will make every effort and only assumes a best-efforts obligation to provide the Services to the Customer continuously and without interruption. Crowny gives no guarantee to the Customer in this respect, however, due, among other things, but not exclusively, to the fact that the Platform - and directly connected to it, the (provision of the) Services - is always being further developed and is also based on (external) IT systems and blockchain technology. Blockchain (technology), products derived from it and the (underlying) software (products) continues to develop and is not always error-free or safe from breaches. The Customer is aware of this and thus understands that Crowny does not give any guarantees with regard to the error-free and hack-free operation of the blockchain (technology), its derivatives and the (underlying) software (products) on which the Platform runs and with which the Services are provided.
A delivery time or term agreed between the Customer and Crowny is not a deadline and never constitutes a shortcoming that justifies termination of the agreement and/or these Conditions. If, in the opinion of the Customer, Crowny fails to deliver or to perform on time, the Customer will at all times give Crowny written notice of default before default takes effect. The Customer will, in consultation, allow Crowny a reasonable period of time to still deliver. Crowny will not be in default until it fails to meet any subsequent deadline(s) as agreed.
4. CAMPAIGNS
As part of the Services, Crowny offers the Customer the possibility of offering and distributing of advertising-, information- and/or other types of campaigns on the Platform to the users of the Platform with the aim of entering into an interaction with the relevant users (the/a “Campaign”). Initiation of a Campaign by the Customer gives him/her the opportunity to push content and/or (promotional) materials - such as, for instance, videos, pictures, texts, links to websites, surveys, assignments, etc. - to a specific group of users active within the Customer's industry, together with the group of users that follows the Customer (the “Area of Activity”).
The Area of Activity indicated by the Customer and allocated on the Platform is determined exclusively by Crowny, or a third party designated thereto by Crowny. The Customer is not permitted to initiate a Campaign outside the Area of Activity in which it is active and to which it been allocated by Crowny.
To set up a Campaign, the Customer will owe Crowny an amount of credit(s) to be determined by Crowny and visible in the Customer's account (the “Credit(s)”). The amount of Credit(s) owed by the Customer to Crowny per Campaign depends on, among other things, but not exclusively, the frequency with which the Campaign is 'pushed' to the users and the number of users that follow the Customer and/or the Customer's Area of Activity on the Platform. The maximum number of users reached may be limited by the individual settings in the Apps of those users.
When setting up and running one or more specific Campaigns, the Credits spent by the Customer on this Campaign will be distributed and/or spent in accordance with what is indicated in this regard by Crowny in the Customer's account and/or on the Website and in the App.
Crowny offers the Customer the possibility, in addition to setting up Campaigns on a regular and occasional basis, to do so by means of a subscription (“Subscription”).
When setting up and running one or more specific Campaigns, the Credits spent by the Customer on this Campaign will be distributed and/or spent in accordance with what is indicated in this regard by Crowny in the Customer's account and/or on the Website and in the App.
5. SUBSCRIPTIONS
Crowny offers its Services, also called Modules in subscription form. However, campaigns can also be purchased as individual campaigns. A subscription can be purchased for one or more Modules.
If the Customer takes out a Subscription with Crowny, a fixed amount of Credit will be added to the Customer's account every month through the Subscription chosen by the Customer in his/her account (“Subscription Credit”). The Subscription and the associated Subscription Credits offer the Customer the possibility to purchase the Services at discounts and/or cheaper rates.
The amount of Subscription Credit(s) which the Customer owes Crowny each month for the Subscription he/she has taken out depends on, among other things, but not exclusively, the frequency of Events, such as push of content to a user and transfer of loyalty points and the number of users who follow the Customer and/or the Customer's Area of Activity on the Platform.
Part of the Event initiated by the Customer is that the counter value of the Credits and/or Subscription Credits used by the Customer for the relevant Campaign, after deduction of the corresponding costs for Crowny, are paid out by Crowny in the $CRWNY tokens ("$CRWNY Tokens") used on the Platform to the users who are part of or participate in the Event.
The costs, including the amount of Credits and/or Subscription Credits, payable by the Customer to Crowny for purchasing the Services, which explicitly, but not exclusively, includes setting up Campaigns and Subscriptions, as well as the amount of $CRWNY Tokens to be distributed, will be determined and fixed exclusively by Crowny.
6. PURCHASE, ISSUE AND MANAGEMENT OF (SUBSCRIPTION) CREDITS
Payment for the Services will be made exclusively in advance in fiat money and/or cryptocurrencies to be determined by Crowny.
The Customer can purchase Credits and/or Subscription Credits from Crowny via his/her account on the Website and the App. After Crowny has received the final payment, Crowny will immediately make the Credits and/or Subscription Credits available in the Customer's account via the Website and the App.
The Customer is solely responsible for transferring and/or sending funds and/or cryptocurrencies to the correct bank account number(s) and/or wallet address(es) designated by Crowny. If the Customer sends funds to the wrong bank account and/or cryptocurrencies to the wrong wallet address, this will result in the irreparable loss of the funds and/or cryptocurrencies concerned. The Customer is aware of this risk and the Customer is solely responsible for correct payment and associated data and/or the transfer of cryptocurrencies as well as any loss suffered as a result of an incorrect or incomplete transfer. Crowny accepts no liability whatsoever for this to the Customer.
If the Customer subsequently wishes to purchase (a) specific Service(s), the Customer will confirm this to Crowny via his/her account on the Website and/or the App. Crowny will then debit any Credits and/or Subscription Credits held by the Customer in accordance with what is required to pay for the Service(s) indicated by the Customer.
The Customer is in no way entitled to repossession and/or reimbursement of the Credits and/or Subscription Credits purchased by him/her by Crowny. The Credits and/or Subscription Credits purchased by the Customer will remain active on the Platform at all times and can be spent exclusively on the Platform, whether or not as payment for the Services.
If the Customer does not spend his/her monthly Subscription Credits on the Services within the (validity) periods indicated in his/her account on the Website and/or the App, the Subscription Credits concerned will lapse. As a result of the expiry of the Subscription Credits, the credits will accrue to Crowny to be spent on or within the Platform in a manner to be determined exclusively by Crowny.
The Customer is solely responsible for maintaining the confidentiality, accessibility and security of his/her account, associated passwords and data stored by Crowny. If the Customer loses his/her account and password or if they are compromised, this may lead to irreparable loss of Credits, Subscription Credits and/or $CRWNY Tokens or the disclosure of data. Tokens are managed within the Platform by Crowny via wallets on the blockchain. If there are circumstances where the Customer can become aware of such a wallet address, such as when paying for a credit with cryptocurrency, and such an address becomes known to third parties, then these third parties can continue to follow the transactions on the wallets in question. The Customer is aware of this risk and the Customer is solely responsible for the management and security of his/her account, as well as for any loss suffered as a result. Crowny accepts no liability whatsoever for this to the Customer.
7. OBLIGATIONS, GUARANTEES AND STATEMENTS OF THE CUSTOMER
By using the Services, Crowny grants the Customer access to the Website, the App, the Content and the Platform, which will take place exclusively through the Website and/or the App. Crowny grants said access and right to the Services exclusively for or to the Customer and for the use thereof by and/or on behalf of the Customer, as agreed with Crowny, in accordance with these Conditions and in a customary manner that is in line with the applicable standards of reasonableness and fairness.
The Customer hereby confirms to Crowny that the use of the Services does not create any rights and/or obligations towards Crowny, with the exception of the rights and obligations referred to in these Conditions. More specifically and to avoid any misunderstanding: using the Services via the Website and/or the App does not give the Customer any rights and/or oblige Crowny to enter into any other agreement with the Customer and/or to acquire (future) tokens in any form whatsoever.
The Customer hereby confirms to Crowny that he/she is aware that the blockchain (technology) used to provide the Services has as an important feature that the (transaction) information relating to the $CRWNY Tokens assigned and distributed to the users is publicly accessible. This may result, in a situation as described in 5.7, in the users and/or third parties not involved in the Platform having insight into (part of) the Customer's activity on the Platform during the use of the Services and the related (transaction) information is therefore not confidential.
By purchasing the Service, the Customer acknowledges and guarantees to Crowny that he/she will only use or access the Service, the Content and the Platform through the Website and/or the App under the following conditions:
solely for the Customer's own use and (therefore) not for or on behalf of any person or entity other than the Customer;
exclusively for the Customer's own risk and account;
in a customary manner that is in line with the applicable standards of reasonableness and fairness;
only when the Customer, or the Customer's representative, is 18 (eighteen) years of age or older;
only if the Customer, or the Customer's representative, is legally entitled and able to do so pursuant to the laws and regulations applicable to the Services and these Conditions;
exclusively via the Customer's account on the Website and/or via the App - the Customer is only allowed to have 1 (one) account, of which the data stored therein is strictly personal and therefore may not be shared and/or used by third parties;
in a legal and non-fraudulent manner - more specifically: the Customer can only access the Services, the Content and the Platform through his/her account on the Website and/or the App. The Customer is prohibited from circumventing his/her account, the Website and/or the App (by technical means) and to use the Services, the Content and/or the Platform by screen-scraping and/or by any other irregular or fraudulent means; and
not directly through an API, unless the Customer has obtained Crowny's prior written consent to do so and/or unless the Customer uses an API made publicly available by Crowny.
If and to the extent that the Customer breaches and/or acts in violation of the provisions of these Conditions, including expressly but not exclusively any of the aforementioned statements or guarantees given by the Customer to Crowny, Crowny is entitled, immediately and without further notice of default and/or notification, to block and/or close the Customer's account and to stop providing the Services with immediate effect.
8. CUSTOMER'S ACCOUNT
The Customer is only entitled to keep 1 (one) account, being a business account. The Customer's account is strictly personal and solely for the Customer's own use. The account may only be used by the Customer himself or a legally authorised representative of the Customer and it is forbidden to share the account with and/or have it managed by anyone other than the Customer or a legally authorised representative of the Customer.
Crowny will carry out a KYC (know your customer) and/or AML (anti-money laundering) investigation with corresponding procedure(s) and controls when setting up and during use of the account. These will be carried out by Crowny itself or by a third party to be appointed by Crowny. In this connection, Crowny will require the Customer to comply with the aforementioned procedure(s) and accompanying checks before the Customer can use or continue to use the Services. Crowny will inform the Customer in good time of this and its implementation and give the Customer ample opportunity to comply with the applicable procedure(s) and related checks. However, if and insofar as the Customer fails or will fail in the future to comply with said procedure(s) and related checks - which will be assessed exclusively by Crowny and/or a third party appointed by it - Crowny is entitled, immediately and without further notice of default and/or notification being required, to block and/or close down the Customer's account and to stop providing the Services with immediate effect.
The Customer is solely responsible for all information that he/she enters and stores in the account. It is the Customer's own responsibility to keep his/her information in the account up to date and thus regularly updated. The Customer realises that this is essential for maintaining access to the account and, more importantly, so that Crowny can contact the Customer in case of an emergency, changes to the Services, these Conditions, etc.
The Customer is solely responsible for maintaining the confidentiality and security of his/her account, associated passwords and private key(s) (if applicable), as well as restricting access to his/her account and for all use and actions that take place in the account, expressly including creating or posting of Content. The Customer will indemnify Crowny and hold Crowny harmless for all third-party claims arising from any action by the Customer in or relating to its account and the Content posted in it by or on behalf of the Customer.
If the Customer wishes to close his/her account, the Customer will contact Crowny and send an email to [email protected].
If the Customer does not use his/her account for a consecutive period of 3 (three) months or more, Crowny will draw the Customer's attention to this and inform the Customer that the account must be used again within 1 (one) month. If the Customer still does not use his/her account within the aforesaid period, Crowny is entitled to block and/or close the Customer's account and to stop providing the Services with immediate effect.
9. LIABILITY AND INDEMNITY
The Customer irrevocably agrees that he/she cannot hold Crowny, its directors, employees and/or any third party involved in (the creation of) the App, the Website, the Platform and/or (the provision of) the Services liable for any and all damage, for whatever reason and by whatever name, direct or indirect, caused by or related to the use of the App, the Website, the Platform, the Services and/or (the execution) of these Conditions.
If and insofar as Crowny, contrary to the above provisions, is nevertheless liable for any loss suffered by the Customer, Crowny's total liability for loss is limited to compensation for that loss up to a maximum amount of €5,000 (five thousand euro).
The Customer will indemnify Crowny and hold Crowny harmless for all third-party claims arising from any failure by the Customer to perform any of the obligations and/or agreement between Crowny and the Customer, expressly but not exclusively including (the provision of) the Services and/or these Conditions.
10. INTELLECTUAL PROPERTY
Unless otherwise stated or agreed, Crowny is the owner of all rights of, regarding and arising from (the use of) the Website, the App, the Content, the Platform and the Services, including copyrights and other intellectual property rights. The provisions of this Article constitute a reservation within the meaning of Section 15(1) Copyright Act.
Nothing with regard to (the execution of) the Order Confirmation, these Conditions and/or (the provision of) the Services may be interpreted or construed as granting any (intellectual) (property) right, however named, by Crowny to the Customer.
Crowny, its directors, employees and/or any third party involved in the App, the Website, the Platform and/or the Services (or in the provision of the Services) expressly do not waive their personality rights as referred to in Section 25 Copyright Act.
11. TERMINATION
Crowny is entitled to terminate the legal relationship between Crowny and the Customer and these Conditions with immediate effect without notice of default and without judicial intervention, and without being liable to pay any compensation to the Customer, on any grounds whatsoever and by any name, in the following cases:
attachment of the Customer's property;
the Customer's failure to meet its payment obligations or circumstances that (may) endanger his/her creditworthiness;
false or incomplete statement and/or provision of information and/or documents requested by Crowny;
any act or omission by the Customer that contravenes the provisions of these Conditions and/or any other agreement between the Customer and Crowny;
if the Customer applies for or obtains a (temporary) suspension of payments;
if the Customer is declared bankrupt or a petition is filed for the Customer's bankruptcy, or the Customer becomes insolvent in any other way
the sale, transfer (directly or indirectly) or discontinuation of (a substantial part of) (the business of) the Customer;
the merger, demerger or liquidation of the Customer; and/or
other circumstances as a result of which Crowny cannot reasonably be required to continue providing the Services to the Customer.
Termination or (partial) annulment of the legal relationship between Crowny and the Customer and/or these Conditions, pursuant to the foregoing provisions or otherwise, for any reason or on any legal ground whatsoever, will not affect any obligation of the Customer towards Crowny and any claim for damages of Crowny towards the Customer, by whatever name and for whatever reason.
12. FINAL PROVISIONS
If any provision of these Conditions is or becomes partially void and/or non-binding, the Customer and Crowny will remain bound by the other provisions of these Conditions. The invalid provisions will be deemed to have been replaced by provisions that are valid and that achieve the desired effect of the invalid provisions as far as possible, with due observance of the content and purpose of these Conditions.
Notwithstanding the provisions of these Conditions, the Customer hereby waives his/her rights to terminate, annul and/or dissolve these Conditions, or cause it to be terminated, annulled or dissolved, on any grounds whatsoever, including, but not limited to, pursuant to section 6:265 to section 6:272, and section 6:228 of the Dutch Civil Code that relate to the termination, annulment or dissolving of these Conditions on account of an error or to apply to a court of law to terminate, annul or dissolve these Conditions. Furthermore, The Customer waives his/her right to demand these Conditions to be amended on any grounds whatsoever including, but not limited to, pursuant to section 6:230(2) or section 6:258 of the Dutch Civil Code.
The Customer is not entitled to transfer the legal relationship between Crowny and the Customer, these Conditions and/or any of his/her rights and/or obligations under them without Crowny's prior written consent this with effect under property law (met goederenrechtelijke werking) as defined in section 3:83(2) of the Dutch Civil Code.
These Conditions and all (non-contractual) legal relationships, obligations and/or rights arising from or in connection with the legal relationship between Crowny and the Customer, these Conditions and/or (the provision of) the Services are exclusively governed by Dutch law and will be interpreted in accordance with Dutch law.
Any disputes arising from the legal relationship between Crowny and the Customer, these Conditions and all (non-contractual) legal relationships, obligations and/or rights arising from or in connection with these Conditions and/or (the provision of) the Services, including those relating to the existence or validity of these Conditions, are subject to the sole and exclusive jurisdiction of the court of Amsterdam, the Netherlands.
***