Prowly.com Terms of Service

Part I. General provisions

  1. These Terms of Service apply to the services provided by Prowly.com and set out the rules and technical conditions for the provision of electronic Services referred to in Part II by the Service Provider.
  2. The following definitions shall apply to the terms used in these Terms of Service:
    1. “Service Provider” shall mean Prowly.com Sp. z o.o. with its registered office at ul. Madalinskiego 71/1, 02-549 in Warsaw, entered in the Register of Entrepreneurs kept by the District Court for the capital city of Warsaw, 13th Commercial Division of the National Court Register, KRS No. 0000462787, REGON: 146685631, NIP: PL5213649218.
    2. “Service User” shall mean a legal person, an organizational unit without the status of a legal person, or a natural person pursuing business activity who uses the Services provided by Prowly.com under these Terms of Service. The Services provided by Prowly.com are intended exclusively for entrepreneurs.
    3. “Services” shall mean services provided by the Service Provider as defined by the provisions of the Act of 18 July 2002 on Providing Services by Electronic Means and Council Implementing Regulation (EU) No 282/2011 of 15 March 2011 laying down implementing measures for Directive 2006/112/EC on the common system of value added tax (recast) (OJ L 77/1 of 23.3.2011).
    4. “Price List” shall mean an offer presenting the comparison of options available in individual Service Packages and prices thereof.
    5. “Registration Form” shall mean an electronic document to be completed by the Service User. This constitutes one of the conditions for the use of the electronic Services provided by Prowly.com.
    6. “Password” shall mean a series of letters, digits, and special characters known only to the person authorized to work in the System, consisting of at least 8 characters.
    7. “Account” shall mean an electronic document assigned to the Service User, created as a result of completing the Registration Form and meeting other requirements necessary to begin and continue working in the System which are defined in these Terms of Service.
    8. “Terms of Service” shall mean this document which specifies the terms and conditions of using the Services provided by the Service Provider by electronic means.
    9. “Fee or Subscription Fee” shall mean a total monthly payment incidental to the ownership of an Account in the amount specified in the Price List, and in the case of Services provided over a period of more than one calendar month, the Fee shall mean the sum of monthly payments incidental to the ownership of an Account for the provision of Services in the Settlement Period.
    10. “System” shall mean the software installed on the Service Provider’s servers, made available to the Service User on the Service User’s computer through an internet browser, available through the HTTPS protocol after logging in with a unique login and password.
    11. “Service Packages” shall mean the Services ordered by the Service User.
    12. “Settlement Period” shall mean the period in which the Service User has access to the Account and the Service Packages, for which a fee specified in the Price List is due. This period is one full calendar month or a multiple of calendar months.
    13. “Brand Newsroom” shall mean a module of Services provided by the Service Provider available in the System, used for independent building of the press office.
    14. “Audience + Pitch” shall mean a module of Services provided by the Service Provider available within the System, comprising the following sub-modules: “Audience” – for storing and managing contact databases – and “Pitch” – for generating and sending mass mailings to the contacts stored in the sub-module “Audience”.
    15. “Media Discovery” shall mean a Service module offered by the Service Provider, available within the System, used for browsing information concerning journalists and influencers, whose data are included in this module or are available through the module.
    16. “CRM” shall mean the Service Provider’s platform with all Services, modules and functions available to Service Users within the Account.

PART II: Types and scope of the Services provided under the Terms of Service

  1. The Service Provider provides free and fee-based Services.
  2. As part of the free Services, the Service User, following the registration, may use a 7-day free trial version of the System (hereinafter referred to as the “free trial period” or “trial”). During this period, the Service User has the possibility to use all the System modules available in the Basic Plan and to access the Media Discovery module with a limited possibility of searching for contacts.
  3. As part of the fee-based Services, the Service User, following the registration (or the expiry of the free trial period), can purchase one or more of the following packages offered by the Service Provider:
    1. Basic Plan – which covers:
      1. access for 1 (one) user of the System,
      2. Audience + Pitch modules allowing to send out press releases to a maximum of 500 (five hundred) recipients per month,
      3. the Brand Newsroom module on the subdomain Prowly.com with Prowly branding, which allows for the integration of up to 2 (two) social media channels,
      4. additional services, including chat support, training, and support from a mentor.
    2. Pro Plan – which covers:
      1. access for up to 3 (three) users of the System,
      2. Audience + Pitch modules allowing to send out press releases to a maximum of 2,500 (two thousand five hundred) recipients per month,
      3. the Brand Newsroom module on the Service User’s own domain or subdomain with Prowly branding, which allows for the integration of up to 5 (five) social media channels and offers the following functionalities: advanced analytics, subscription forms, and integration with Google Analytics account,
      4. additional services, including chat support, training, and support from a mentor.
    3. Premium Plan – which covers:
      1. unlimited number of users,
      2. Audience + Pitch modules allowing to send out press releases to an unlimited number of recipients,
      3. the Brand Newsroom module on the Service User’s own domain or subdomain without Prowly branding, which allows for the integration of an unlimited number of social media channels and offers the following functionalities: advanced analytics, subscription forms, integration with Google Analytics account, and the VIP function.
      4. additional services, including chat support, training, support from a dedicated mentor, implementation support, SLA.
  4. In addition to dedicated Service Packages provided by the Service Provider, the System User may purchase, regardless of the plan, additional resources, including access to the Media Discovery module in accordance with the selected option.
  5. The prices of the Service Packages and Media Discovery are set out in the Price List available at www.prowly.com.
  6. The rules on payments have been described in Part V of these Terms of Service.
  7. The Service User is prohibited from providing content that is unlawful. Upon the receipt of an official notification or reliable information regarding the unlawful nature of data stored by the Service User, the Service Provider shall be authorized to prevent the Service User from accessing their Account or terminate the agreement for the provision of Services covered by these Terms of Service upon prior email notification (by sending an email to the address specified in the Registration Form) to the Service User of the intent to prevent access to their Account until the case is clarified or of the termination of the agreement with immediate effect. In this case, the Service Provider shall not be liable for any possible failure to perform its obligations under the Agreement concluded with the Service User if the failure to perform the obligations is directly related to the illegal activities of the Service User, as referred to in section 7.

PART III: Conditions for the provision of Services

  1. The technical requirements concerning the use of the Services referred to in Part II of these Terms of Service are as follows:
    1. Internet connection;
    2. Internet browser compliant with the standard of the application:
      1. Chrome in version not older than the last 3 versions as from the major version (updated information: https://en.wikipedia.org/wiki/Google_Chrome_version_history);
      2. Firefox in version not older than the last 3 versions as from the major version (updated information: https://en.wikipedia.org/wiki/Firefox_version_history);
      3. Safari – current stable version not older than one year (updated information: https://en.wikipedia.org/wiki/Safari_version_history);
      4. Microsoft Edge in version not older than the last 3 versions in the stable branch, not older than one year (updated information: https://en.wikipedia.org/wiki/Microsoft_Edge)
    3. Email account.
  2. The Service User takes note that for the proper display of content on the Brand Newsroom, an internet browser which meets the following technical requirements is necessary:
    1. Supports current HTTP security standards – the Transport Layer Security (TLS) protocol in version 1.0 or higher, combined with strong encryption (updated information: https://en.wikipedia.org/wiki/Transport_Layer_Security);
    2. Supports the CSS Flexible Box Layout Module (updated information: https://caniuse.com/#search=flex)
  3. The Service Provider shall inform, and the Service User takes note that the use of the internet may involve the risk of a damage which the Service User may incur as a result of threats existing in the internet, in particular, of a hacker attack on the Service User’s IT system, password theft by third parties, or infecting the Service User’s IT system with viruses.
  4. The Service Provider undertakes to make every reasonable effort to inform the Service User in advance about any temporary unavailability of the Services.
  5. The Service Provider reserves the right to refuse to provide or discontinue providing the Services in the case where the data indicated by the Service User in the Registration Form are false or where there is a risk that the data may be false. The Service Provider reserves the right to request the Service User to deliver relevant documents confirming the accuracy and completeness of the data provided in the Registration Form.
  6. The Service User undertakes to comply with all provisions of these Terms of Service.
  7. The Service User undertakes to refrain from any actions that could impede or destabilize the functioning of the System or the use of the Services.
  8. The Service User takes full and exclusive responsibility for any content entered to the System, in particular personal data, and confirms that the data was obtained legally and that they hold all necessary consents for the processing of personal data for the purposes of sending commercial information by electronic means using the System and the Services.
  9. The Service User is prohibited from providing illegal content. Should the Service Provider receive an official notification or reliable information about the unlawful nature of data stored by the Service User, the Service Provider shall be authorized to block access to the Service User’s Account or terminate the agreement for the provision of Services covered by these Terms of Service. In each case referred to in the previous sentence, the Service Provider shall notify the Service User by email (to the email address provided in the registration form) of their intention to prevent the Service User from accessing the Account or to terminate the agreement immediately.

PART IV: Concluding and terminating the agreement

  1. The Service User may start using the trial Services only if they have read and accepted the provisions of these Terms and Conditions, as well as upon registering and accessing their individual Account. The commencement of the use of the Services described herein shall be tantamount to the conclusion of a contract for the provision of electronic services. If the conditions referred to in the preceding sentences of this section are met, the Service User may at any time purchase any of the fee-based Service Packages
  2. In order to start using the fee-based Services, the Service User must first read and accept the provisions of these Terms of Service, register in the System, and receive access to their individual Account. Moreover, access to Services referred to in this section 2 will be granted only after the payment for the selected Service Package has been made in accordance with the Price List, unless a separate cooperation agreement concluded by Service Provider and the Service User specifies otherwise.
  3. Before the work in the System may begin, the Service User is obliged to sign a personal data processing agreement with the Service Provider, as detailed in Part VII, available in the application. The fulfilment of all the conditions described in Part IV section 2–3 of these Terms of Service shall be equivalent to the conclusion of the Agreement for the provision of Services by electronic means, the subject of which is the use of the System, in accordance with the selected Package of Services.
  4. The Service Provider reserves the right to refuse or discontinue the provision of the Service if the Service User’s data indicated in the registration form are incorrect or there is a reasonable risk that such data may be incorrect. The Service Provider reserves the right to request that the Service User provides relevant documents confirming the accuracy and completeness of the data provided in the registration form.
  5. The Service Provider shall have the right to terminate the Agreement for the provision of Services without a notice period and discontinue providing the Services in the following instances:
    1. In the case the Service User violates the essential provisions of these Terms of Service;
    2. In the case the Service User publishes content in potential breach of the applicable law or principles of morality; and
    3. In the case the Service User uses the Services against their intended use.
  6. Subject to the provisions specified in Part V section 6 of these Terms of Service, the Agreement for the provision of Services shall be terminated when the period for which the Service(s) were purchased expires, unless the Parties concluded a separate agreement in which they reserved the possibility of its extension.
  7. The termination of the Agreement for the provision of Services, subject to clause 6 above, shall also take effect when one of the following events occurs:
    1. In the case the Fees are paid using a payment card or a credit card or PayPal account, upon the expiry of the Settlement Period for which the Service User has paid the Fee, unless the Service User pays the Fee for the next Settlement Period on the first day of the new Settlement Period or the Service User notifies the Service Provider in advance of his or her desire to unsubscribe;
    2. In the case the Fees are paid by traditional transfer, it is possible to terminate the Agreement for the provision of services with 1 month’s notice, with effect at the end of the Settlement Period.
  8. The notice period referred to in paragraphs 7.1 and 7.2 shall be calculated from the last day of the Settlement Period in which a termination notice has been submitted.
  9. The termination notice referred to in paragraph 5 above shall be null and void unless made in writing and sent to the addresses of the Parties to the agreement.
  10. The termination notice referred to in paragraph 7.2 above shall be null and void unless made in writing and submitted to the addresses of the Parties to the agreement or by email: support@prowly.com.

PART V: Payments

  1. The Service User who has decided to purchase any of the fee-based Service Packages can pay the applicable fee in one of the following ways:
    1. by means of an online payment system using a credit card, debit card or PayPal account (the methods mentioned in this paragraph are processed by Braintree);
    2. in special cases, the Fee(s) may be settled by traditional bank transfer on the basis of a VAT invoice issued to the bank account specified therein, sent to the email address indicated by the Customer. The payment method mentioned in section 1(a) shall be available only after prior agreement on the terms and conditions with thea. Service Provider.
  2. Fees for subsequent Settlement Periods are to be paid in advance, unless a separate cooperation agreement signed between the Service Provider and the Service User introduces a different charging mode.
  3. The Settlement Period expires on the day preceding the date which corresponds to the starting date of access to the platform in the subsequent month of the provision of Services (or its multiple – depending on the duration of the agreement on the provision of Services), and in the case where there is no such date in the subsequent month – on the last day of the month.
  4. By selecting the online payment method referred to in section 1(a) above as means for settling the Fees, the Service User simultaneously agrees to have his or her debit/credit card or PayPal account automatically charged for all Fees due in a given Settlement Period. At the same time, the Service User consents to the use by the Service Provider of external entities acting as intermediaries in the payment process, as well as to the disclosure of transaction data to them.
  5. By selecting the online payment method referred to in section 1(a) above as means for settling the Fees, the amount due for each subsequent Settlement Period will be charged automatically until the Account Owner notifies the Service Provider of their intent to discontinue the Service.
  6. In the case credit/debit card or PayPal payment is selected as payment method, the Service User may cancel the Service at any time by notifying the Service Provider of the wish to resign or disconnecting the credit or debit card from the payment system, unless the Service User is bound by a dedicated contract stating otherwise. In the case of the cancelling method as described above, after the Settlement Period expires, the Parties agree that the Agreement for the provision of Services shall not be extended for a successive Settlement Period.
  7. Once the payment has been processed, the Service User receives an invoice to the email address indicated in the System. At the Service User’s request, the VAT invoice may be also sent by traditional mail to the address provided during registration. Invoices, after they have been issued, are also available in the System, in the billing tab.
  8. In the event of non-payment of the invoice/non-payment of the Fee for a selected Service Package, after the expiry of the payment deadline indicated on the invoice, the Service Provider reserves the right to discontinue the provision of Services covered by this Package or block access to the System.

PART VI: Complaints

  1. Any complaints reported by the Service User or any other person who visits www.prowly.com should be made in writing and sent to the address indicated in the Service Provider’s designation or by email to: support@prowly.com.
  2. A complaint notification should include a detailed description of the event which justifies the complaint, and the name and surname as well as email address of the Service User or another person who visits www.prowly.com and reports a complaint.
  3. The Service Provider shall review the complaint within 14 working days from the date of the receipt of the notification.
  4. The Service Provider’s response to the complaint will be sent only to the email address provided in the complaint.

PART VII: Personal Data Processing and Protection

  1. The data controller shall ensure the confidentiality and protection of personal data as specified in paragraph 3 and 12 below in accordance with the provisions laid down in these Terms of Service as well as in the Personal Data Protection Policy.
  2. The Service Provider is to be regarded as the controller of the personal data referred to in paragraph 3 below provided by the Service user during registration in the System.
  3. The Service Provider is to be regarded as the controller of the personal data provided by the Service User during registration in the System, i.e. the following data categories:
    1. The first and last names of entrepreneurs conducting business activity;
    2. The first and last names of contact persons representing the Service User;
    3. The email addresses and the mobile numbers of persons referred to in items 3.1. and 3.2. above, as well as their IP numbers and cookies data.
  4. The data referred to in paragraph 3 above shall be processed by the Service Provider solely for the following purposes:
    1. Relating to the performance of the Agreement for the provision of Services by electronic means, i.e. in connection with the Services covered by the Agreement for the provision of Services by electronic means (including services relating to complaint management, keeping statistics);
    2. Relating to the direct marketing of own products and services. Marketing information concerning the Service Provider’s products and services will be sent until the Service User objects to the processing of personal data relating to them for the abovementioned marketing purposes, including profiling, to the extent that the processing will be related to the Service Provider’s direct marketing activities; and
    3. Subject to the consent – the Service Provider will forward commercial information and marketing materials relating to third parties to the email address specified in the newsletter subscription form.
  5. Providing personal data is voluntary, however, the processing of personal data by the Service Provider for the purposes set out in paragraph 4.1. above is necessary for the performance of the Agreement for the provision of Services by electronic means.
  6. The data subject shall be entitled to withdraw their consent at any moment. The withdrawal of consent is, however, without prejudice to the lawfulness of data processing activities performed on the basis of the consent prior to the withdrawal.
  7. The withdrawal of the consent to the processing of personal data by the Service Provider may be made by a declaration in any form, including via email sent to the Service Provider’s email address, i.a. support@prowly.com or inspektor@prowly.com..
  8. Each person shall have the right to access, rectify, or delete their personal data processed by the Service Provider.
  9. During the registration of the Service User in the System, the Service Provider shall make the necessary information relating to the processing of personal data by the Service Provider as well as information necessary to ensure the fairness and transparency of the processing available to the Service User. The characteristics of personal data processing by the Service Provider, the manner of their processing and the rights and obligations arising from it are contained in the Privacy Policy accessible at: [www.prowly.com].
  10. The Service Provider may publish banners and links to other internet pages and portals. Using a banner or a link, the Service User is transferred to a page owned by another person.
  11. With regard to personal data provided by the Service User when using the individual functionalities of the System other than the personal data of the Account users, the Service Provider shall be regarded as the controller of the personal data.
  12. The Service User can use the built-in Media Discovery module to find contact information of journalists and influencers. The personal data collected with the use of this module are publicly available. The Service Provider only provides a tool to support the search for specific persons.
  13. The controller of the data collected in the manner described in section 12 is the Service User. After adding a contact to Audience Pitch, the Service User becomes the controller of such personal data and is obliged to comply with generally applicable laws and regulations in the field of data processing.
  14. The Service User, for the purpose of the Services, entrusts the Service Provider with the processing of personal data entered in the System by the Service User. The personal data entrusted to the Service Provider shall include in particular, but not be limited to, the following categories of data, the content of which depends on the category of persons to whom the Service Provider’s content is dedicated:
    1. The journalists’ first and last names;
    2. The journalists’ telephone numbers;
    3. The journalists’ emails addresses.
  15. The purpose of the processing of personal data referred to in paragraph 14 above entrusted to the Service Provider is to provide Services, i.e. to send commercial information using the System in the scope resulting from the Agreement for the provision of Services by electronic means concluded with the Service User.
  16. Privacy policy for journalists and influencers including the characteristics, manner and circumstances of personal data processing as well as the rights and obligations related to it can be found at: https://prowly.com/en/privacy-policy-for-media-discovery
  17. The processing of personal data entrusted to the Service Provider will be carried out based on the agreement concluded between the Service User and the Service Provider in written form. The Service Provider will make the personal data processing agreement available to the Service User in the System, after the first contact is added to the Audience Pitch module. The agreement will be concluded once both Parties sign the personal data processing agreement (electronically or on paper).
  18. The Service Provider declares that the processing of personal data applies technical and organizational measures for the protection of personal data of which he is the controller and of personal data entrusted to him. The Service Provider declares to have drawn up and implemented the Personal Data Protection Policy and the instructions of IT system management for personal data processing referred to in the ordinance of the Minister of Internal Affairs and Administration of 19 April 2004 on the documentation of the personal data processing and technological and organizational conditions which shall be met by devices and IT systems used for the personal data processing.
  19. The Service Provider declares that every person (permanent employees, individuals performing work on the basis of civil-law contracts, other person providing services to the Service Provider) who will be permitted to process personal data entrusted by the Service User shall be bound to preserve the confidentiality of the data. Also, all information concerning the methods for personal data protection shall be confidential.
  20. The personal data processing agreement referred to in this Part shall be concluded for a fixed period linked to the duration of the Services purchased by the Service User. The termination of the Agreement for the provision of Services by electronic means will result in the termination of the data processing agreement.
  21. Upon termination of the Agreement for the provision of Services by electronic means, all personal data provided by the Service User to the Service Provider shall be destroyed. At the Service User’s request, the Service Provider shall provide a destruction protocol to confirm the data in question have been destroyed. This protocol shall be delivered to the Service User within 14 calendar days from the date on which the request was submitted to the Service Provider.
  22. Personal data is processed taking into account the principles of accountability, adequacy, and fairness.
  23. The Service Provider reserves the right to make the data available to public administration authorities and bodies authorized to process the data under the applicable regulations, e.g., law enforcement authorities or courts.

PART VIII: Principles of liability and the protection of intellectual property rights

  1. The Service Provider takes note that in relation to rendering Services, intellectual property rights, and in particular copyright-protected works (e.g., selection and layout of content, logos/logotypes, names, multimedia, photos, etc.) are being made available to the Service User.
  2. The Service User is obliged to observe the applicable legal regulations. Any cases of copying, changing, or displaying in the public of the content made available without the Service Provider’s consent is forbidden, unless specified otherwise in separate agreements concluded between the Service User and the Service Provider or the mandatory legal regulations.

PART IX: Final provisions

  1. The Service Provider has the right to publish the Service User’s “name” and website address in the reference list, unless the Service User objects.
  2. These Terms of Service shall be valid from 5 June 2019.
  3. These Terms of Service are made available to the Service User free of charge at https://prowly.com/en/terms-of-service, which enables the Service User to download, save, and print out the Terms of Service.
  4. The Service Provider reserves the right to amend the Terms of Service and the Price List, however any changes to the Price List do not affect the Services that have already been paid for. The Service User is bound by the new contents of the Terms of Service in the case consent has been given. In the case the Service User does not accept the new contents of the Terms of Service, the agreement shall be terminated on the last day of the last Settlement Period which has been paid for in full.

The applicable law shall be the law of Poland.

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