Dottely Vendors' Terms & Conditions

1. Introduction

1.1. Welcome to Dottely, a Platform operated by “DOTTELY SINGLE MEMBER COMPANY”, 144, 3rd September str., 11251, Athens Greece [[email protected]] (“the Company” or “We”). The Dottely Platform (“Platform”, “Dottely”) contains directory listings of Marketing Technology Software Tools (“Marketing Software Tools”, "Tools”) sold globally by marketing software providers.

1.2. These are the Terms and Conditions that govern the relationship between Dottely and Registered Vendors, i.e. Vendors that have signed up for or activated an Account to manage listings (“Vendor T&Cs”, “Terms”). Vendors are providers of Marketing Software Tools listed in the Dottely directory (“Vendors”).

1.3. Please read these Terms carefully before accessing Dottely, registering for an Account, or generally interacting with the Platform in any way.

1.4. When you access or use any Dottely services, you agree to be bound by these T&Cs that form a single binding document along with the User T&Cs, Privacy Policy, and Cookie Policy of Dottely. In case you disagree with our T&Cs or any of the aforementioned documents, that constitute an integral part thereof, in whole or in part, please do not browse Dottely, do not create an Account, and avoid interacting with the Platform in any way.

2. How Dottely works

2.1. In Dottely, visitors that navigate the Platform (“Users”) can find summaries of essential information about Marketing Software Tools (“Listings”) created and marketed by Vendors across the world. To create a solid idea for the market involved, Dottely has relied on publicly available information and/or content that has been created by the Vendors of the Tools, forming a comprehensive guide to available Marketing Software Tools. Listings that appear in the Platform may be made on a Vendor’s own initiative or by Dottely itself.

3. Becoming a Vendor

3.1. Vendors that want to list their Tools in the Platform may sign up for an account (“Vendor Account”, “Account”). By creating an Account, a Vendor becomes a Registered Vendor.  Listings made by Dottely cannot be affected or modified unless they are associated with a Vendor Account.

3.2. Registered Vendors can:

a. take control of their Listing and content;

b. perform campaigns, affect their position in the Platform, and direct users to their websites; and

c. benefit from various services provided exclusively to Registered Vendors.

4. Activating Vendor Account

4.1. If you have located one or more of your Tools listed in our directory or want to see your Tools listed in Dottely, you can sign up for an Account with us.

4.2. To claim your Listing, simply sign up for an Account and visit the relevant tab in the Platform to associate your Account with that Listing.

4.3. To create a Listing from scratch, you must first register for an account and then follow the steps to manage the Account and create as many Listings as you wish.

4.4. Vendor Accounts are addressed to legal entities, rather than individuals. Accounts, however, are managed by personnel of Vendors or otherwise authorized persons (“Listings Owners”).

4.5. We are under no capacity or obligation to verify the identity of a Listing Owner and under no circumstances do we represent that we do. By signing up for an Account, you, as Listing Owner, warrant and represent that:

a. You are properly authorized to (i) enter into a legally binding Agreement with us for the provision of our services and (ii) sign up for and manage an Account in the name of the company / Vendor you represent;

b. You will not provide access to other people or entities to this Account, without authorization;

c. The content sent, posted, uploaded, transmitted, or otherwise made available through the Platform, including information about Tools and Vendors, photos, logos, trademarks, slogans, product descriptions, replies to reviews, and questions posted by Users (“Content”) is complete, accurate, constantly updated, legitimate, does not violate any confidentiality obligations or fiduciary duties, is not contrary to principles of morality and public decency, is not abusive, threatening, offensive or dangerous, is not the subject of any extrajudicial or judicial action by a third party, belongs to the Vendor or to third parties that have provided the Vendor with a relevant use license, does not violate any third party rights, and the Company bears no responsibility for it since it cannot and does not carry out any kind of audit of it.

4.6. Vendors also warrant and represent that:

a. They are fully and exclusively responsible for selecting and authorizing the Listing Owners to use the Platform in accordance with these Terms;

b. For the purposes of these Terms, all actions, omissions, orders, instructions, and other communications made through the Platform by the Listing Owners shall be construed as coming from the Vendor and shall be binding on the Vendor entirely.

c. They will not use the Platform for any unlawful purpose; in any way that interrupts, damages, diminishes or makes the Platform less efficient and/or functional; in any way that may affect the ability of other Users and/or Vendors to use the Platform, or infringe the rights of other Vendors and/or Users, including but not limited to their intellectual property rights and personal data; to access or attempt to access the accounts of others; to penetrate or attempt to penetrate any security measures to disseminate any content that is defamatory, obscene or harassing, threatening or abusive to any person or group of persons, based on religion, gender, sexual orientation, race, nationality, age or disability or anything similar.

5. Dottely services & how they work

5.1. Accounts grant access to the full content of the Listings and allow you to take control of them; however, your capabilities with regards to your Listings depend on the services you have selected. Our services are largely divided into two categories:

5.2. Basic Listing: By activating this service you gain access to certain capabilities: you can create and modify as many Listings as you want, manage your Vendor Account, and gain reviews and ratings from Platform Users, within Dottely.

5.3. PPC Listing: Apart from all Basic Listings features, PPC Listing features include:

a. Premium positioning in the exclusive directory for Featured Listings

b. increased traction to your website through CTA button that drives traffic to multiple landing pages of your choice

c. Exclusive consulting services on optimizing your landing page

d. Targeted marketing to geographic areas of your selected audience

e. Easy to read and valuable traffic & conversion reports

f. Advisory services on PPC Marketing by our expert team

(jointly referred to as “Services”).

5.4. PPC (Pay-per-click) Listings in a nutshell: PPC is a paid service available for all directory Listings. By introducing a PPC campaign for a Listing (“Featured Listings”), Vendors can attract traction to their designated web pages, by targeting specific audiences and ranking higher on the directory Listings. Vendors are charged every time a User clicks on the CTA button of their Featured Listing and is therefore redirected to their designated web page.

5.5. Featured Listings allow Vendors to affect their place in the Platform by bidding on their target position within the directory. To start bidding, Vendors first must specify a monthly budget, no lower than 250$, which indicates the maximum amount Vendors wish to spend for the specific Listing (“Budget”).

5.6. Then you have to indicate a bid, i.e. the amount of money you are willing to pay for each click you will get to your designated web page (“Bid”, “Bidding”). Bidding is mandatory for all Featured Listing. The minimum allowed Bid per click is depicted in your Account and can be adjusted in steps, as indicated from time to time.

5.7. Bidding can also be defined according to the target location; namely, Vendors can define specific geographic areas they wish to promote their campaigns in by setting:

a. Global Bids (single Bid for a Listing to be applied to visits from any location)

b. Individual Bids for target countries (distinct Bids for the selected locations); in this case, the Listing will be treated as a Featured Listing only for Users browsing from the locations for which you have set a Bid.

c. Individual Bids for selected locations and a Global Bid for the rest; In this case, the PPC campaign for your Listing is enabled for all Users; the Listing is treated as a Featured Listing and is ranked among Featured Listings in all locations, yet the ranking varies across locations, according to the various Bids.

5.8. During the course of a campaign, you can adjust your Bids and Budgets to achieve the position you are targeting. To better understand and control the progress of your PPC campaign you can contact us at info@dottely.com and we will assist you with managing your Listings.

5.9. You can stop a campaign at any time, but you will be charged for any clicks made up to the point that your campaign was stopped.  

6. Ranking

6.1. Our Platform has introduced the following criteria to rank the Vendor Tools (they are depicted in order of highest to lowest importance):

a. Featured Listings (PPC campaigns) appear at the top
b. Ratings; based on the ratings (stars) provided by Users, Listings are ranked from better to worse (more to fewer stars overall)
&
Reviews; based on the number of User reviews, Listings are ranked from most to fewest reviews
c. In general, ratings are calculated as the result of the multiplication of stars by the number of reviews. Alphabetical Order; based on their name, Tools are ranked from A to Z, after the abovementioned criteria have been taken into account.

6.2. Featured Listings are Listings for which a PPC campaign has been introduced. The Listing Owner sets a Bid and a Budget to create a campaign, which directly affects the position of the Listing: in a nutshell, bidding higher will grant the Listing a better position. Budget also affects your position: if you bid the exact same amount as another Vendor, the one with the biggest Budget will rank higher.

6.3. You can also activate location-based Bidding; if you do, your ranking will depend on the location of the User who viewed the Listing on the Platform. Bidding higher in specific locations will rank you higher in these locations, not everywhere. Therefore, Users visiting from locations for which you have not placed a Bid or for which you have placed a lower Bid will see the Listing ranked differently, as the PPC campaign might not be activated (therefore the Listing is not treated as a Featured Listing for that location) or might have different specifications (see also term 5.7. above).

6.4. Ratings & Reviews are provided by Users on the Platform. Both reviews and ratings affect the ranking of a Listing; generally, more and better reviews and better ratings (more stars) equal a higher ranking.

6.5.  After the above criteria have been taken into account, Featured Listings will be ranked according to the name of the Tool.

6.6. Ranking for non-featured Listings follows the same criteria as above; i.e. Ratings & Reviews are first taken into account and then the Tools are ranked alphabetically.
The ranking is dynamic: your position depends on your and other Vendors’ Bids and Budgets at any given time. When you change your Bid for a Listing, the preview for the Listing as seen in your Account will be instantly updated to demonstrate the effect the change will have on the Listing’s ranking, by displaying an estimation of the page and the position of the Listing following said change. If the preview shows a range of positions, it is a sign that one or more vendors have placed the same Bid (for the same country) and the final position will depend on your specified Budget, as explained in term 6.2. above. We provide a real-time estimation of your position when you are specifying your Bid, based on current Bids & Budgets, but we cannot and do not guarantee your position in the directory at any time. Bidding for a given position is a task that depends on multiple factors, such as each Vendor’s business model, the competition, and the degree of monitoring you have over your Listings and campaigns. Monitoring and adjusting your Bids and Budgets to achieve the position you are targeting is your responsibility. 

6.7. Please note that once your Budget has been reached, the campaign will be discontinued. This means that your Listing will be depicted lower in terms of ranking, as it will be treated according to the general ranking rules, applicable to not paid-for Listings, and the CTA button will not work. Please refer to term 7.3 for more details.

7. Fees & Payments
   

7.1. About Monthly Budget:

a. When you create a PPC campaign for a Listing you are required to specify a monthly Budget for that Listing. The monthly Budget indicates the maximum amount Vendors wish to spend for the specific Listing within this calendar month.
b. Listing Owners can specify the monthly Budget anytime during the month, by increasing or reducing the amount originally set. However, monthly Budgets can only be used during the month for which they are set, as they expire at the end of each month: when the calendar month has passed (e.g. 30th April, 31st May, etc.), the campaign’s monthly budget is reset to the last amount specified during the previous month.
c. Monthly budgets are freely specified by the Listing Owner and cannot be lower than 250$ for a campaign.

7.2. About Biddings:

a. To run a PPC campaign for a Listing, you also need to set a Bid. Bids indicate the maximum amount of money the Vendor is willing to pay for each click on the Listing (specifically, on the CTA button leading to the web page designated).
b. Campaign Bids can be adjusted at any time during the month.
c. Different Bids can be specified for different target locations.
d. Bids are freely specified by the Listing Owner and cannot be lower than 2$ for a campaign.

7.3. When the monthly Budget you have specified for a campaign has been expended, i.e. when the maximum amount of clicks to the Listing’s CTA button have been made according to your Bid and Budget, the campaign will stop running and it will be marked as “Capped”. You will be notified when your spending for a campaign has reached 100% of your specified monthly budget. On the first day of the next month, your campaign will be reinstated to the last Budget specified during the previous month.

7.4. Our fees are calculated according to your actual monthly spending and not your monthly budget. As the name indicates, you “pay per click”, which means that you pay according to the clicks made on the CTA button in your Listing. If the monthly Budget you specified was not expended, you will pay for the actual clicks made.

7.5. We charge (and report) unique daily clicks (i.e. clicks made by unique users within the day – we do not charge for multiple clicks made by the same User within the same day. Therefore, if a User clicks on the Listing multiple times within a day, we will report and charge for one click). When a combination of location-based Bids is activated (i.e. both Global and Individual Bids are placed) clicks are charged depending on the Bid you have set for the country the User is browsing from.

7.6. We try our best to bring as much traffic to your designated web pages as possible. However, we do not guarantee that you will attract traffic equal to your Budget.

7.7. To activate a PPC campaign for a Listing, you are required to present us with a valid payment (credit, debit, or prepaid) card, when prompted. You warrant and represent that the payment card details you provide are valid and correct, and that you are properly and fully authorized to use this card for the purposes described herein and accordingly bind the Vendor. In particular, you expressly authorize us to charge your card automatically through recurring direct debit issued for your card. This recurring authorization is perpetual and subject to your revocation (for the future) by notification in writing. You cannot change your payment card unless you simultaneously replace it with another; you must always have a payment card available in the Platform.

 7.8. The payment card must always have available funds equal to the maximum total Budget you have specified during the previous month. If your card does not have enough funds to cover our fees on the last day of each calendar month (“Payment Due Date”), the campaign will be suspended until payment of our invoice is through. This will result in your Listing being depicted lower in terms of ranking, as it will be treated according to the general ranking rules, applicable to not paid-for Listings, and the CTA button will not work. Until you update your payment card and/or account balance, your campaign will not be reinstated.

7.9. Please be informed that transactions are executed exclusively and automatically through the payment service provider with which we cooperate, which provides all necessary security guarantees for the completion of electronic payments. We do not keep or process any of your payment data; your data are collected directly by the payment service provider.

7.10. At the beginning of each month, we provide you with a report on the calculation of our fees, which includes an analysis of the clicks performed to your Listing’s CTA button and overall campaign performance and statistics. The Vendor hereby explicitly acknowledges the reports, copies, and/or excerpts of the Company depicting the amounts spent for the use of the Services during the previous month as full and undisputed proof for the use of the Services and the fees payable to the Company; the abovementioned documents shall be deemed as lawful and appropriate for the issuance of a direct debit order by the Company against the Vendor. Please be informed that there might be discrepancies between the analytics for the traffic on your web pages and the report we provide for the fees. This is due to the fact that (a) we charge for unique daily clicks (see term 7.3. above), therefore you might see multiple visits by the same User in your analytics, but we will only depict one (unique) visit; (b) we use UTM tags to track the traffic on your website, which, if shared with other people, will appear as additional traffic on your analytics, but will not be reported (nor will you be charged for) by us; and (c) technical reasons relating to the User, such as an error in fully loading a page, might lead to us reporting a click that you do not see in your analytics. If you have any questions or reservations with regards to the report and especially the calculation of our fees, please contact [email protected].  

7.11. Fees, Bids, and Budget are depicted and calculated in USD ($). Payments shall also be made in USD currency.

7.12. Invoices are issued on the last day of each calendar month and depict spending for this month.  Invoices will include VAT, where applicable.

7.13. If your payment does not go through on the Payment Due Date, you will be notified to change your payment card or increase the account balance. We will only attempt charging your card two (2) more times, after notifying you of the discrepancy. Once we have proceeded to three (3) failed attempts to charge your card, we reserve the right to terminate our agreement, deactivate your Account, and proceed to legal actions.    

8. Reviews      

8.1. Users of Dottely may leave reviews and ratings for Tools listed on the Platform. Once a review has been left for a Listing, you will be notified via email to the address you have used for your Vendor Account.  

8.2. With regards to reviews and ratings generated by Users, please note that:

a. Dottely is under no obligation to and does not verify the Content of the reviews; Users are solely responsible for the quality, truthfulness, lawfulness, and accuracy of the information they provide in their reviews.

b. Dottely does not warrant nor represent that a User leaving a review has actually purchased and/or used the Tool for which they have left a review since such an assessment is beyond its capacity and control. The Platform relies exclusively on the Users’ declarations and representations that they have actually purchased and/or used the Tool for which they leave a review.

8.3. You can reply to your Listings’ reviews, according to the provisions set out for User Generated Content (“UGC”) set out in our User T&Cs and Sections 9, 10, and 12 of these Terms. More specifically, by submitting any replies to be uploaded to the Platform, which constitute UGC for the purposes of this term, you represent, warrant, and agree to the following:

a. All UGC submitted in the Platform does not infringe third-party rights; you are in compliance with and shall continue to comply with all laws, rules, and regulations applicable for the use of the Platform and the uploaded UGC, including but not limited to applicable copyright, unfair competition, and data protection laws;

b. You are either the copyright owner of the UGC or have the lawful right to upload such UGC to the Platform and to provide a license agreement to the Platform in order to host the Content and make it available to the public through the Platform without territorial or other limitations, as well as to other social media accounts owned by the Company (indicatively LinkedIn, Facebook, Twitter, and Google+ and/or as is further and in specific provisioned in the Platform from time to time) under the provisions set forth herein and use it in order to extract ratings on the Marketing Technology Software tools that appear on Dottely as described above;

c. You acknowledge that the UGC generated and posted by you does not represent the Platform’s opinions or views and that the Platform does not necessarily endorse or agree with any such views and opinions by hosting the Content;

d. You are responsible to mention, where applicable, the sources of the Content as well as not to use Content deriving from illegal sources;

e. Where the UGC includes the images and/or any other personal data of third parties, you are solely responsible for informing such third parties in detail about the use of their images and to ensure that the third parties have granted their free and informed consent to include their personal data in the UGC; you are responsible to provide appropriate proof when so requested. You represent and warrant that all such permissions and licenses have been obtained or granted before uploading any UGC.

8.4. Without limitation, you represent, warrant, agree, and guarantee that any UGC (or link to any third-party content) uploaded or action performed in or through the Platform is not illegal. Indicatively and non-exhaustively, and will not post nor act in any way that: (i)  violates any law, statute, ordinance or regulation; (ii) is threatening, harassing or that promotes racism, bigotry or hatred of any kind against any group or individual; (iii) promotes or encourages violence against a person or damage or destruction of property; (iv) is inaccurate, false or misleading in any way; (v) promotes any illegal activities; (vi) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (vii) contains any professional, advertising, promotional materials, junk mail, spam, “chain letters”, pyramid schemes or any other form of solicitation; (viii) infringes the personality right as well the right of privacy and/or protection of personal data; (ix) promotes unfair competition and/or unfair commercial practices and/or violates competition rules. The above reflect solely examples of prohibited material and are not intended to be exhaustive of what constitutes prohibited UGC.

8.5. VENDORS ARE PROHIBITED FROM REVIEWING AND RATING TOOLS LISTED IN THE PLATFORM; IN PARTICULAR, VENDORS, THEIR LISTING OWNERS, AUTHORIZED USERS, PERSONNEL OR OTHER PERSONS REPRESENTING, ACTING FOR AND/OR ON BEHALF OF THE VENDORS, ARE NOT ALLOWED TO RATE AND/OR REVIEW (A) TOOLS OF THE VENDOR(S) THEY REPRESENT, ACT FOR AND/OR ON BEHALF OF; (B) TOOLS OF GROUP OR AFFILIATED COMPANIES, SUBSIDIARIES OR COMPANIES OTHERWISE CONNECTED WITH THE VENDOR OR UNDER COMMON CONTROL WITH IT, IF ANY; (C) ANY OTHER TOOL AND/OR VENDOR LISTED IN DOTTELY.

8.6. We reserve the right to remove any Content that violates these Terms, if we have a valid reason to do so, according to our User T&Cs, Sections 9 (especially terms 9.5 and 9.) and 10 below.

8.7. The responsibility to compensate, defend, hold harmless, and exempt the Platform and its directors, officers, employees, consultants, representatives, and affiliates from any, and all, from third parties’ claims about liability, damages, and/or costs (including, but not limited to legal consultants’ fees) which occur as a result of or in connection with the UCG, any breach of the present terms or in cases where other Vendor, User or third party turns against the Platform in relation to any Content uploaded or in connection to the use of the Platform, is born by the User, Vendor or third party that generated the UGC.

8.8. If you believe that any review, UGC (or Content in general) generated by Users violates the Terms set out herein, please see Section 10 below, to learn more about our Notice & Take-down process.

9. Account Suspension, Account Deactivation, Delisting

9.1. We reserve the right to restrict and/or suspend, in whole or in part, access to the Vendor Account or deactivate it altogether for any good cause related to an act or omission that is illegal or in breach of these Terms. In particular (but not exclusively), the Company is entitled to proceed to the above when there is any good cause such as, but not limited to:

a. indications of bad faith, illegal or unlawful use of the Account, or non-compliance with the Terms;
b. declaration of inaccurate and/or unlawful information and/or data;
c. violation of any third-party rights, including violations of confidentiality and or IP infringements;
d. repeated insufficiency of funds, where applicable;
e. valid indications that a Vendor, Listing Owner, or other person representing, acting for, and/or on behalf of the Vendor has reviewed any Tools (see Term 8.5);
f. complaint or grievance received from another Vendor or third parties regarding a violation of these Terms or any law or regulation.

9.2. In case we have reasons to restrict or suspend your Account, we will notify you in writing via e-mail, informing you of said reasons.

9.3. If we find that we have reasons to deactivate your Account altogether, we will provide you with a notification in writing (thirty) 30 days prior to the enforcement of said action, unless (i) we are subject to a legal or regulatory obligation to deactivate the Account immediately (ii) you have repeatedly violated the Terms (ii) we have good cause under applicable legislation to terminate your Account. The Company may also be entitled to permanently disable access to the Account for reasons of force majeure, including but not limited to any legal prohibition and/or order by a competent Court or Authority; in the latter case, we are not obligated to disclose the reasons that led to the deactivation, unless otherwise indicated by law. Should you wish to be provided with more information or justify your acts and/or omissions that led to the deactivation of your Account, you may contact us at cpappas@dottely.com.

9.4. You can also deactivate your Account if you want to terminate your agreement with us, by contacting us at [email protected]. Your Account will be deactivated within a business week from receipt of notification for termination. Amounts due at the time of termination will be charged at the end of the calendar month during which notification was received.

9.5. Delisting: We reserve the right to suspend, in whole or in part, the display of Listings, temporarily or permanently, at any time and immediately (“Delisting”) upon becoming aware of or realizing any violation of these Terms, the User T&Cs, Privacy and Cookie Policies or any other binding or guiding document presented to you from time to time, with regards to the rules applicable to Listings made in the Dottely Platform. The Company is entitled to proceed to the above Delisting when there is any good cause such as, but not limited to:

a. Cease of the Vendor’s business operations;
b. Vendor’s web pages connected to CTA button, its web pages, website, domain name, or social media are defunct or have not been updated for an extended period of time;
c. Illegal content or indications of bad faith in the creation and/or publication of the content;
d. Content infringing the right of third parties, such as indicatively, trademark or IP violations;
e. Declaration of inaccurate and/or unlawful information and/or data.

9.6. If you become aware that a User and/or Vendor violates the Platform Terms or any other policies set out by Dottely (including our Privacy & Cookie Policies or any other policy we might issue from time to time) by any of the means described above, we urge you to notify us as soon as you can. If you become aware that a Vendor and/or User violates any of your rights, please follow the procedure described in Section 10 below.

10. Notice & Take-down

10.1. Dottely has the right (not the obligation) under the present terms and the applicable laws to check and suspend (Take-Down) temporarily or permanently, the Content posted, sent, or uploaded by Vendors as well as reviews of Users, pursuant to claims of law infringement.

10.2. Anyone who wishes to request that Dottely take down any Content (“Notice and Take-down”) included in a Listing, review, or otherwise user-generated content (“UGC”), should take every reasonable measure to ensure that the grounds included in this claim are specific, well identified and explained, concern one or more specific Listings or reviews and are adequate to establish reasonable grounds under these Terms and the applicable laws to take down that Content.

10.3. A Take-down Notice must:

a. Contain the complaining party’s contact information;
b. Identify the specific Content in violation of their rights;
c. Include a physical or electronic signature of a person authorized to act on the rightsholder’s behalf;
d. Include a statement that the complaining party holds a belief in good faith that the use of the allegedly infringing Content is not authorized by the rightsholder or the law;
e. Include a statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the rightsholder.

10.4. For the purposes of the Notice & Take-down Process, the Platform has designated, as an agent for the receipt of notifications of claimed infringements, Christopher Pappas with contact information cpappas@dottely.com.

10.5. Notwithstanding the above, we shall proceed to suspension or termination of the display of any Content further to an order by a Court or a Competent Authority.

11. Limitation of Liability

11.1. Legal nature of the Platform: The Platform principally acts as a search engine/ intermediary service provider that hosts and stores information and data that (i) are either available online on third-party websites and/or (ii) are created by Users and/or Registered Vendors, respectively; information on how we list Marketing Software Tools can be found under Section 2 above. The Platform in principle acts as the automated, technical, and neutral host of the information and the professional data of the Marketing Software Tools hosted in the Platform, as well as of the UGC. Given the nature of the Platform and of the information hosted in the Platform, it is not possible for the Platform (and it is under no legal obligation) to constantly monitor the Content nor to actively seek facts or circumstances to confirm intellectual property rights and monitor for all inappropriate or illegal activity. However, the Platform takes reasonable precautionary measures (including but not limited to the measures specified under Sections 9 and 10 above) to prevent and/or prohibit evident illegal activity. It is clarified also that the Platform is not intended to act and should not be regarded as a publisher.

11.2. No endorsement: The Platform does not endorse any of the content uploaded by the Registered Vendors in the Platform nor the User Generated Content. Also, it is not responsible for the information and professional data regarding the Marketing Software Tools and it does not provide any guarantee explicit or implied regarding those Tools. The providers of those tools (Vendors) are the only ones responsible regarding the Tools, including but not limited to the accuracy, lawfulness, and truth of declarations and descriptions of the Tools, their characteristics, and their pricing as well as all warranties and guarantees (legal and/or commercial ones) related to their sale. In any case, the Company clearly states that hosting any Tool in the Platform does not constitute any suggestion or promotion to purchase that tool of any kind.

11.3. Hyperlinks and re-direction to third-party websites: The Platform, Registered Vendors’ and/ or UGC Content uploaded to it may contain hyperlinks (links) to third-party websites. Dottely does not control nor review the information and the content of third-party websites, nor does it warrant the continuous and safe access to these websites and/or the sale of the products/services included in those websites. Users and Vendors access those third-party websites at their own exclusive risk, subject to that website’s terms and conditions.

11.4. Both Registered Vendors and Users access the information and Content hosted in the Platform under the above understanding and bearing their own responsibility in assessing the information provided.

1.1. The Platform is provided “as is” and “as available” using commercially reasonable levels of skill and care. Except as expressly stated in these Terms, the Platform does not provide and expressly disclaims warranties, conditions, or undertakings of any kind in relation to the Services, either express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose. No advice or information, whether oral or written, obtained from Dottely or through the Services will create any warranty not expressly stated or incorporated herein. Without limiting the foregoing, Dottely, its subsidiaries, its licensors, and affiliates, do not warrant that any Content is accurate, true, reliable, correct, or complete.

1.2. Neither the Company nor any person associated with the Company provides any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Platform. Without limiting the foregoing, neither the Company nor anyone associated with the Company represents or warrants that the Platform, the Content or Services obtained through the Platform will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that the Platform or the server that makes it available are free of viruses or other harmful components or that the Platform or any Services obtained through the Platform will otherwise meet your needs or expectations.

11.5. We undertake reasonable efforts and technical measures so that access to the Platform can take place smoothly and without interruption and that an adequate level of security is maintained. However, we do not guarantee that the Platform will be made available without interruption and without errors. We are not liable, though, if for any reason, negligence included, despite the maintained security measures adopted by us, the operation of the Platform is interrupted or access to the Platform or the Registered Vendor Accounts becomes difficult and/or impossible, or if viruses or other harmful software is identified and transmitted to the terminals of the users/visitors, or if third unauthorized parties intervene in any way to the content and operation of the Platform making the use of it difficult or causing problems to its proper function. Moreover, we are not liable if the Platform is not accessible for reasons beyond our control as well as for reasons due to technical or other failure of the backbone network or for reasons of force majeure or incidental facts. In case of any loss or damage of the content, our sole liability and responsibility will be to repost the content to the extent technically feasible from our periodic back-ups.

12. Intellectual Property

12.1. By submitting any Content to the Platform, you provide Dottely with a world-wide non-exclusive, perpetual, royalty-free license to reproduce, modify, translate, and/or publish the Content in the Platform and/or distribute by other means (such as indicatively social media pages of the Platform, advertising, and promotion material and/or means, etc.).

12.2. The Platform and all the texts included in it (but to the content regarding the Marketing Software tools and the UGC), such as the images, logos, database, graphics, reviews, software, data, and the selection and arrangement thereof are the proprietary property of Dottely and are protected by applicable intellectual property laws. The Dottely logo and services names and slogans displayed on the Platform are registered trademarks of the Company and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Dottely. Additionally, the look and feel of the Dottely Platform may not be copied, imitated, or used without the written permission of the Company. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Platform are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by the Company.

12.3. Access to use of the search engine and Services of Dottely does not grant neither Vendors nor Users ownership of any of the Company’s intellectual property rights to any of the Platform features. Dottely is the sole owner of all intellectual property rights in and to the Platform, its features, tools, and Services including updates, copies, improvements, enhancements, derivative works, and modifications thereof. The rights to use Dottely are limited to those expressly granted hereby. No other rights with respect to the Platform or any related intellectual property rights are granted or implied.

12.4. All Platform users (including Vendors and Users) are expressly prohibited from engaging in any unlawful act that may undermine the rights of others, including Users Providing Reviews or right holders of the Content uploaded to the Platform. Indicatively, but not exclusively, they are prohibited from engaging in any unlawful act or omission, including (but not limited to) the following activities:

a. Recording and direct or indirect, temporary or permanent reproduction of the Content by any means and in any form, in whole or in part;
b. Translation of the Content;
c. Arrangement, adaptation, or other alteration of the Content;
d. Unauthorized and/or illegal distribution to the public in any form by sale or otherwise;
e. Renting and public lending of the original or copies of their work;
f. Public performance of the Content;
g. Transmission or retransmission of the Content to the public by radio and television, by electromagnetic waves or cables or pipes or other material in any other way, parallel to the surface of the earth or through satellites;
h. Any other act or action contrary to these Terms.

12.5. Platform bears no liability in connection with any UGC that is uploaded by Users Providing Reviews, in violation of any Platform Users’, Vendors, and/or other third parties' intellectual property rights. Platform bears no liability for any dispute that may arise between the Platform Users, Users Providing Reviews, and Vendors on the one hand and any third party on the other, regarding intellectual property rights in relation to the Content/reviews uploaded by the respective Users/Vendors on the Platform.

13. Miscellaneous

13.1. Changes to the Terms & the Platform: Dottely reserves the right to:

a. change at any time, without justification, partially or in total, the Terms, the features and services provided, the Platform’s functionalities as well as the Platform’s versions of the provided content and features, prior to a fifteen (15) days’ notice in our Platform and through an e-mail, should these changes materially affect the way you interact with Dottely,
b. renew or upgrade or discontinue/stop, partially or in total, some or all of the content of the Platform and/or any Account,
c. renew or upgrade partially or in total the external appearance (interface), the structure or composition (configuration) of the Platform and/or any Account as well as their technical specifications,
d. limit the access of the entire Platform to any registered or unregistered Vendor or user of any kind.
e. cancel, suspend, pause, or shut down, at any time, the operation of the Platform.

13.2. Severability: In the event that a term of these Terms is found to be abusive or is canceled, this does not affect the other terms which remain valid and binding on the Parties. If any part of the Terms is found to be invalid, void, or unenforceable (including any provision in which we exclude our liability to you), the enforceability of any other part of the Terms will not be affected – all other terms will remain in full force and effect. In any event, where it is possible for a term/sub-term or part of a term/sub-term to be considered separately to render the remaining part valid, the term will be interpreted accordingly. Otherwise, the Parties agree that the term should be corrected and will be interpreted to approximate as closely as possible the original meaning of the term/sub-term in accordance with the law.

13.3. No Waiver: Any delay by either party in exercising some or all of its rights under these terms and conditions shall not impair or waive that right, which may be exercised at any time thereafter at the reasonable discretion of the beneficiary.

13.4. Complaints: We urge you to address any issues relating to (i) alleged non-compliance by Dottely with any legal obligations, especially with respect to measures taken by, or behavior of Dottely (indicatively Deactivation and Delisting) that affect you, and (ii) technological issues which relate directly to the provision of our Services to you, directly to us by submitting your complaint at [email protected], so that we can try and handle them internally towards a mutually acceptable resolution.

13.5. Mediation: In case we cannot work out the dispute among us, we mutually agree to try and resolve any disputes arising with regards to these Terms amicably and in good faith. To that effect, the Parties will attempt to solve their differences through mediation, by recourse to the flexible dispute settlement/mediation process of Law 4512/2018. This, however, does not affect the rights of either Party to initiate judicial proceedings at any time before, during, or after the mediation process.

13.6. Applicable Law & Jurisdiction: These Terms are terms between businesses (B2B) and are governed by and construed according to the laws of Greece. Both the Platform and Vendors agree and understand that, where their disputes cannot be resolved internally or through mediation, they are subject to the exclusive jurisdiction of the courts of the city of Athens in Greece.