1.1. The provisions of these General Terms of Service – Nicereply (“Nicereply Terms”) outline the terms regarding your use of Nicereply Terms (“Services”). These Nicereply Terms are a legally binding contract between you and Nice Reply s.r.o., Business ID No. 46 682 007, with its registered office at Štefanovičova 2971/8, 811 04 Bratislava, the Slovak Republic, registered in the Commercial Register maintained by the County Court in Bratislava I, Section Sro, Insert 81612/B (“Nicereply”).

1.2. If you are using the Services on behalf of an organization, you are agreeing to these Nicereply Terms for that organization and promising to Nicereply that you have the authority to bind that organization to these Nicereply Terms (in which event, “you” and “your” or “Customer” will refer to that organization).

1.3. If you do not agree with these Nicereply Terms, do not register and / or use any of the Services.

2.1. In these Nicereply Terms, unless the context requires otherwise, the words and expressions set out in this clause shall have the meaning ascribed to them herein:

Account – means the account created and/or authorised for by you based in order to utilise the Services;

Customer – means a subject using our Services;

Guides – means user guides, technical documentation and FAQs designed for some or all of the Services as may be provided to you and/or published by Nicereply;

GDPR – means (i) Regulation of the European Parliament and of the Council No. 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive No. 95/6/EC, (ii) Personal Data Protection Act and (iii) any other legally binding legislation applicable to processing of personal data under these Nicereply Terms;

Personal Data Protection Act - Act No. 18/2018 Coll. on the protection of personal data;

Event – means any user interaction with content processed, tracked or generated in connection with the Services, including but not limited to email, page views, transactions or data input;

Personal Data – means the name, surname, email address and IP address of the Rating Customer and word and/or numeric rating provided by the Rating Customer;

Services – means the service provided by Nicereply.

Rating Customer – means a subject rating Customer’s services through Nicereply Services;

Ratings - means is a numeric value of feedback provided by customer.

3.1. Account. Prior to using Services, the Customer shall need to create an Account.

4.1. Acceptable use. By using our Services, you agree subject to any conditions, restrictions or constraints imposed on you (if applicable), use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including maintaining adequate security precautions, consistent with then current standards in the industry and notify Nicereply of any such unauthorized access or use promptly upon becoming aware of such access or use.

5.1. Restrictions. You shall not (and shall not authorise any third party to):

1. modify,translate, reverse engineer, decompile, disassemble or create any derivative works based on the Services, except to the extent that enforcement of the foregoing restrictions is prohibited by applicable legislation;
2. circumvent any user limits, event limits, usage limits or other timing, use or functionality restrictions built into the Services;
3. remove any proprietary notices, labels, or marks from the Services;
4. frame or mirror any content forming part of the Services;
5. access the Services in order to
   1. build a competitive product or service, or
   2. copy any ideas, modules, functions, or graphics of the Services;
6. register, directly or indirectly make it possible to register or anyhow support the third party registration of trademarks, business names or other designations of Nicereply (or related or similar business names or other designations),
7. use Nicereply’s intellectual property rights (or any related or similar logos and/or trademarks of Nicereply) for your benefit, e.g., by combination of Nicereply logos and/or trademarks with your own business name and/or company name or your own products or services,
8. use the Services to engage in illegal, fraudulent or other wrongful conduct, including, but not limited to
   1. violation of any applicable local, state, national or international law, rule, regulation or order of any court;
   2. distributing defamatory, obscene or unlawful content
   3. transmitting any information or data that infringes any intellectual property rights of any third party or that is otherwise libelous, unlawful, or tortious.

6.1. API – third party services. As part of the Services provided, Nicereply may also provide certain Services aimed at connecting the Customer to the services of other providers (such as e-mail provided by providers of messaging platforms). Nicereply provides only integration and not service itself. In such cases Nicereply only provides API services for connecting these third-party services to the Services provided by Nicereply. Please be aware that the services are provided by the third parties, and therefore may be subject to their terms.

6.1. Intellectual Property. Nicereply, and its suppliers and/or licensors if applicable, shall retain all rights (including but not limited to all patent rights, trademark rights, copyright, trade secrets and any other intellectual property rights) in and to the Services and any Guides. The Customer agrees that only Nicereply (or its Affiliates) shall have the right to enhance or otherwise modify the Services. If the Customer provides Nicereply with any reports of defects and/or suggests modifications (“Report”), Nicereply shall have the right to use such Report, including incorporating such Report into its Services or other software products, without any obligation to the Customer. Unless specifically agreed otherwise in writing, Nicereply reserves all rights and grants the Customer no licences of any kind, whether by implication or otherwise. Nicereply shall own and retain all right, title and interest in and to

1. the Services and all improvements, enhancements or modifications thereto;
2. any software, applications, inventions or other technology
developed in connection with implementation Services or support by Nicereply; and
3. information derived from aggregated and anonymised data, and
4. all intellectual property rights related to any of the foregoing.

8.1. Parties. For the purpose of this Article 8 Customer shall be considered the controller of Personal Data and Nicereply shall be considered the processor of Personal Data. Nicereply has no intention to and shall not, alone or jointly with the Customer or any third party, determine the purpose and means of the processing of Personal Data.

8.2. Authorization to process. The Customer hereby authorizes Nicereply to process Personal Data of Rating Customers in Customer’s name and carry out related rights and obligations for the purpose of carrying out its Services.

8.3. Duration of processing. Nicereply shall process Personal Data in the Customer’s name from the date on which the Customer creates his/her/its Account until the deactivation of the Customer’s Account by either the Customer of Nicereply for any reason.

8.4. Nature and purpose of processing. Personal Data shall be processed by Nicereply for the purpose of carrying the Services by Nicereply by the following means: collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

8.5. Provision of Personal Data. The Customer confirms that he/she/it

1. has obtained from each Rating Customer a consent with processing of Personal Data in the extent, for the purpose and for the period as stated in this Article 8 or
2. has the right to process Personal Data due to its necessity
   1. for the performance of a contract to which the Rating Customer is a party or in order to take steps at the request of the Rating Customer prior to entering into a contract,
   2. for compliance with a legal obligation to which the Customer is subject,
   3. in order to protect the vital interests of the Rating Customer or of another natural person,
   4. for the performance of a task carried out in the public interest or in the exercise of official authority vested in the Customer or
   5. for the purpose of the legitimate interests pursued by the Customer or by a third party, where such interests are overridden by the interests of fundamental rights and freedoms of the Rating Customers which require protection of Personal Data. The Customer shall remain the sole owner of Personal Data provided to her/him/it by the Rating Customers. The Personal Data are provided to Nicereply solely for the purpose of providing the Services.

8.6. Customer obligations. The Customer is obliged to:

1. implement appropriate technical and organizational measures to ensure and to be able to demonstrate that processing of Personal Data is performed in accordance with the GDPR;
2. obtain from each Rating Customer a consent with the processing of his/her Personal Data in accordance and under the conditions as specified in the GDPR, be able to prove the provision of such consent by the Rating Customer at any time and permit the Rating Customer to withdraw his/her consent with the processing of Personal Data, in case such consent of the Rating Customer is needed and Personal Data are not processed for the performance of contract, compliance with legal obligations, in order to protect the vital interests of the Rating Customer, performance of a task carried out in the public interest or the purpose of the legitimate interests pursued by the Customer; and
3. ensure that the processing of Personal Data shall be carried out in accordance with the principles of Personal Data processing provided for in the GDPR.

8.7. Nicereply obligations. Nicereply is obliged to:

1. process personal data only on documented instructions of the Customer, including with regard to transfers of Personal Data to a third country or an international organization, unless required so by applicable legislation or an international agreement by which the Slovak Republic is bound. Nicereply is obliged to inform the Customer on such transfer prior to the processing of Personal Data, unless applicable legislation or an international agreement, by which the Slovak Republic in bound prohibits such information on grounds of public interest;
2. ensure that persons authorized to process the Personal Data have committed themselves to confidentiality regarding information that have come to their knowledge, unless they are under an obligation of confidentiality pursuant to applicable legislation;
3. in the extent as set out in the GDPR, carry out appropriate technical and organizational measures to ensure a level of Personal Data protection appropriate to the risks;
4. respect conditions on engaging another processor of Personal Data stated in the GDPR;
5. assist the Customer, by appropriate technical and organizational measures, insofar as this is possible, with ensuring compliance with the Customer’s obligation to respond to requests for exercising the Rating Customers’ rights specified in the GDPR;
6. assist the Customer with ensuring compliance with the obligations set out in Sections 39 to 43 of the Personal Data Protection Act taking into account the nature of Personal Data processing and information available to Nicereply;
7. delete or return to the Customer all Personal Data after termination of Services concerning processing of Personal Data and delete all existing copies, which include Personal Data, unless applicable legislation or an international agreement by which the Slovak Republic is bound require further storage of such Personal Data; and
8. make available to the Customer all information necessary to demonstrate compliance with its obligations and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor managed by the Customer.

9.1. No warranties. To the maximum extent permitted by law, the Services and Guides are provided “as is” without any representations, warranties and/or conditions of any kind and used at your sole risk; Nicereply does not make any warranties, claims or representations and expressly disclaims all such warranties of any kind, whether express, implied or statutory, with respect to the Services including, without limitation, warranties or conditions of quality, performance, non-infringement, merchantability, or fitness for use for a particular purpose. Nicereply further does not represent or warrant that the Services will always be available, accessible, uninterrupted, timely, secure, accurate, complete and error-free or will operate without packet loss.

9.2. No liability. Unless explicitly stipulated otherwise in these Nicereply Terms, Nicereply shall not be liable for any direct, indirect or consequential loss or damage, loss of income or profit, loss of goodwill, loss of business opportunity, loss of contracts, loss of operating time, loss of use, loss of data, impaired reliability, or increased susceptibility to failure, arising out of or in connection with these Nicereply Terms.

9.3. Limitation of liability. If clause 8.2 hereof is invalid or void under the applicable law, you agree that the total foreseeable damage that you may incur arising out of or in connection with these Nicereply Terms is one hundred (100) EUR.

9.4. Indemnity. If any third party brings a claim against Nicereply in connection with, or arising out of

1. your breach of these Nicereply Terms;
2. your breach of any applicable law of regulation;
3. your infringement or violation of the rights of any third parties (including intellectual property rights);
4. your useage of the Services; you will indemnify and hold Nicereply harmless from and against all damages, liability, loss, costs and expenses (including reasonable legal fees and costs) related to such claim.

10.1. Termination. If you would like to stop using our Services and delete your Account, please send a request for account deletion to contact@nicereply.com. Nicereply shall delete your Account as soon as commercially reasonable after the receipt of such request. Nicereply shall, unless and to the extent legally prohibited from doing so, delete all data in Nicereply’s system the we collected while your usage of the Services. For the avoidance of doubt, you acknowledge that this clause shall not apply to the following:

1. data in logs;
2. aggregated data and
3. data stored for the statistical purposes.

11.1. No legal service. Upon your request Nicereply may provide you with the consultations in connection with the Services. No warranty of any kind whatsoever, express or implied, is made or intended in connection with such consultations; as Nicereply cannot assess the implications of such consultations in the context of all Customers’ activities. Such consultations represent possible alternatives how to solve the particular issue, whereas the Customer is advised and encouraged to consult any further steps that should be based on such recommendations with their legal counsel. Nicereply shall be liable for any incorrect advice, judgement, or consultation based on any inaccurate information furnished by the Customer, his agents or his other consultants.

12.1. Changes. Nicereply may from time to time at its sole discretion issue a new version of these Nicereply Terms, for example, to reflect changes to the law to our Services. You are obliged to look at the Nicereply Terms regularly. We will post notice of modifications to these Nicereply Terms on https://www.nicereply.com/product/terms-of-service. Nicereply may also notify you on email address identified within the registration process.

13.1. Assignment of rights. Any rights and / or obligations arising for the Customer hereunder can be transferred (assigned) to third persons with Nicereply’s approval exclusively. The Customer hereby provides its approval to the assignment of the rights and the assumption of the obligations of Nicereply that arise hereunder to other third parties.

13.2. Set-off. The Customer is not authorised to offset any of its claims against any of Nicereply’s claims. Nicereply is authorised to offset its claims against claims of the Customer; in the event of such offsetting, Nicereply will notify the Customer of the reason for the offsetting as well as the identification of the claims to which the offsetting will apply, and the amounts of the claims and their due dates.

13.3. Applicable law. These Nicereply Terms are governed by Slovak law.

13.4. Jurisdiction. Any dispute arising from or in connection with these Nicereply Terms shall be finally decided by competent Slovak courts.

13.5. Severability. The provisions of these Nicereply Terms are severable, and if any part of them is held to be illegal or unenforceable, the validity or enforceability of the remainder of them will not be affected.