Terms of Purchase Vyond
The English and German versions of this document are legally binding.
These terms of purchase apply to, and form a part of, all agreements on purchases by a customer (the “Customer”) from TicTac (as defined below) of subscriptions of Vyond licences from GoAnimate, Inc. or any of its affiliates (the “Licence”) (the “Agreement”).
By purchasing a Licence, the relevant TicTac Entity (as defined below) will provide the Customer with access to the Vyond platform (the “Services”) on the terms and conditions of these terms of purchase for an initial period of 12 months, unless another agreement period is agreed in writing between TicTac and the Customer.
Terms of service
By using the Services, the Customer agrees to the Vyond General Terms of Service. For license terms, please refer to https://www.vyond.com/terms/
Contracting TicTac entity
If the Customer has its registered place of business in Germany, the contracting party will be TicTac Learn GmbH, Reg. No. HRB 252252, having its registered office at Unter den Linden 40, D-10117 Berlin, Germany (“TicTac GmbH”).
If the Customer has its registered place of business in Denmark, the contracting party will be TicTac Learn Denmark A/S, Reg. No. 27057640, having its registered office at Dampfærgevej 9, 2100 Copenhagen, Denmark (“TicTac A/S”).
If the Customer has its registered place of business in any other country than Denmark and Germany, the contracting party will be TicTac Learn AB, Reg. No. 556567-7266, having its registered office at Dockplatsen 1, 211 19 Malmö, Sweden “TicTac AB”).
TicTac GmbH, TicTac A/S and TicTac AB are hereinafter jointly referred to as “TicTac” and individually as a “TicTac Entity”.
Period of the agreement, renewal & cancellation
The Agreement has an initial binding period of 12 months from the date of activation, unless otherwise agreed in writing between TicTac and the Customer. The Agreement is automatically renewed for a period of 12 months at a time unless notice of cancellation or notice of reduction of the number of seats has been given in writing by the Customer at least 30 days before the expiration of the initial term or each such prolonged term. If the Customer gives notice of reduction of the number of seats at least 30 days before the expiration of an initial or prolonged term, the Agreement will be amended accordingly and renewed for such new number of seats.
Terms of payment (for non-German customers)
If the Customer has its registered place of business in any other country than Germany, payment for the initial binding period is made either by credit card or invoice in connection with the purchase of the Licence. If the Customer chooses payment by invoice, payment terms are 30 days from the date of the invoice.
Invoicing for any renewal term is done annually in advance and is sent out approximately 90 days before the renewal date.
TicTac may change the price of the Licences that you have selected. This will be shown in the invoice for the renewal term.
In the event that the Customer should fail to make payment in full on the due date, the relevant TicTac Entity shall be entitled to claim interest on the sum overdue until the payment is made at the interest rate of 8 percentage point exceeding the current Swedish reference rate at the time of the payment due date.
Terms of payment (for German customers)
If the Customer has its registered place of business in Germany, payment for the initial binding period is made either by credit card or invoice in connection with the purchase of the Licence. If the Customer chooses payment by invoice, payment terms are 14 days from the date of the invoice.
Invoicing for any renewal term is done annually in advance and is sent out approximately 90 days before the renewal date.
TicTac may change the price of the Licences that you have selected. This will be shown in the invoice for the renewal term.
In the event that the Customer should fail to make payment in full on the due date, the relevant TicTac Entity shall be entitled to claim interest on the sum overdue until the payment is made at the interest rate of 8 percentage point exceeding the current Swedish reference rate at the time of the payment due date.
Limitation of liability (for non-German customers)
If the Customer has its registered place of business in any other country than Germany, TicTac’s maximum aggregate liability under the Agreement for any damage suffered by the Customer shall be limited to the purchase price paid by the Customer to TicTac for the Licence.
TicTac shall under no circumstances be liable to the Customer for any loss of profit or production, loss of use, loss of data, loss of contracts or any other consequential, economic or indirect loss whatsoever arising out of or in connection with the Agreement.
Limitation of liability (for German customers)
If the Customer has its registered place of business in Germany, TicTac’s liability for damages – irrespective of its legal basis – shall be limited to damages caused by wilful intent or gross negligence. TicTac shall also be liable for simple negligence in case of damages which result from the breach of material contractual obligations (i.e. an obligation which is material for the performance of the contract and compliance with which the other party regularly expects and may expect) but, in this case, TicTac’s liability shall be limited to typical damages which TicTac could have foreseen as a possible consequence of such breach at the time of entering into the respective agreement.
The limitations of liability do not apply:
a. in case of damages to life, body or health,
b. if and to the extent TicTac has maliciously deceived a defect,
c. if and to the extent TicTac has assumed a guarantee for the quality of goods, or
d. for claims of the Customer under the applicable law on product liability.
For the avoidance of doubt, any liability without fault is expressly excluded.
Personal data
General. Each party undertakes to process personal data and other information under this Agreement in accordance with the EU General Data Protection Regulation ((EU) 2016/679) (if applicable to the Customer), and otherwise in accordance with local data protection legislation applicable in the country where the party is situated. Furthermore, the Customer undertakes to not post content on the platform that may be perceived as offensive.
For Customers subject to the General Data Protection Regulation (GDPR), please refer to Vyond Security and Data Privacy, https://www.vyond.com/solutions/enterprise/security/ and https://www.vyond.com/privacy/.
Governing law and disputes
The Agreement shall be governed by the substantive laws of Sweden.
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the SCC Arbitration Institute.
The seat of arbitration shall be Malmö, Sweden.
The language to be used in the arbitral proceedings shall be English.