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Vortex Terms & Conditions

  1. All capitalized terms used herein shall have the meaning assigned to them herein or elsewhere in the documents constituting the Agreement.

  2. During the Term. As defined below, We shall manage Your account for Using Customer agrees and acknowledges that each of the Company and/or Google shall be free to exercise its applicable rights under this Agreement and the Google Agreements.

  3. As of the Effective Date, You shall be authorized to use the Products in accordance with the terms of the Agreement. This right to use shall the Products shall be effective for twelve (12) month, which will be automatically renewed for a successive 12-month period, unless either party gives written notice of its intent not to renew at least 30 days before the end of such 12-month period, or the Agreement is terminated in accordance with other provision of the Agreement (the “Term”).

  4. You agree that the Agreement does not entitle You to use or access Google Maps Services; (ii) the Maps Additional Terms govern any use of or access to the Maps Services; and (ii) any use of or access to the Maps Services will be deemed Customer’s acceptance of the Maps Additional Terms.

  5.  If You need technical support regarding the Products, You should immediately contact Us and We will provide You with support in accordance with the Service Support Level specified in the offering to which these Terms are attached to. Only in case We are not able to assist You, We will approach Google. Technical support will be provided according to the Google Support Service Guide (TSSG – https://cloud.google.com/terms/tssg/).

  6. You shall obtain and maintain any consents necessary to perform Your obligations under the Agreement. In addition, You shall obtain all necessary consents to allow Google to collect, process, store and use any personal data transferred by You to Google in connection to the Agreement, the business relationship between You, Us and Google, or marketing and providing services to You.

  7. You acknowledge and consent that if Your account/projects are inactive for more than one hundred and eighty (180) days, We and/or Google may remove Your account/project upon thirty (30) days advance notice.

  8. You hereby grant Us Your consent to use of Your address for delivering mail and any other notifications in connection to the Agreement. You hereby authorize Us to deliver to Google Your contact details, and consent that Google may contact You directly.

  9. You shall not disclose, directly or through a third party, the results of any comparative or compatibility testing, benchmarking or evaluation.

  10. We will not be responsible, nor any of Our affiliates, for any damage that may be resulted from the implementation of the Agreement, data center malfunctions or due to violation by solely caused by You or any third party on your behalf of any applicable law, including the European General Data Protection Regulation, and the USA privacy laws, including the Digital Millennium Copyright Act.

  11. You hereby acknowledge and agree that we are not making any representations, warranties or guarantees to You with respect to the Products.

  12. All benefits granted by Us to You are to be used within the Term of this Agreement. Benefits cannot be carried forward following the termination or expiration of this Agreement.

  13.  You shall maintain books, records and accounts related to Your activities and payments and which are sufficient to verify Your compliance with the Google Agreements for 2 years after termination of the Agreement.

  14. THE PRODUCTS ARE PROVIDED TO YOU BY US AND/OR GOOGLE “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE ,GOOGLE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF SERVICE AND PRODUCTS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PRODUCTS OR ANY THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE PRODUCTS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

  15. EXCEPT FOR WILLFUL MISCONDUCT, UNAUTHORIZED ACCESS TO YOUR DATA AND BREACH OF PRIVACY RIGHTS AND CONFIDENTIALITY OBLIGATIONS, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE, NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE PRODUCTS, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THE AGREEMENT OR YOUR USE OF OR ACCESS TO THE PRODUCTS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE PRODUCTS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE PRODUCTS BY GOOGLE FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THE AGREEMENT OR YOUR USE OF OR ACCESS TO THE PRODUCTS. EXCEPT FOR WILLFUL MISCONDUCT, UNAUTHORIZED ACCESS TO YOUR DATA AND BREACH OF PRIVACY RIGHTS AND CONFIDENTIALITY OBLIGATIONS, THE PARTIES, IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE LOWER OF 25,000 EURO OR 7% THE AMOUNT YOU ACTUALLY PAY US UNDER THE AGREEMENT DURING THE 12 MONTHS BEFORE THE LIABILITY FOR WHICH YOU SEEK COMPENSATION ARISES. LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  16. You may not assign or transfer your rights and obligations under the Agreement without Our prior written consent. Any attempted or actual assignment by You, without Our prior written consent, shall be null and void.

  17. You acknowledge and agree that Google is a processor, and Customer is the controller, of any Customer personal data, as the terms “controller”, “processed”, “processor” and “personal data” have the meaning given in the European Data Protection Legislation.

  18. We undertake and warrant that in connection with this Agreement, we shall fully comply with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 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 95/46/EC., any national provisions adopted under the EU GDPR; the Federal Data Protection Act of 19 June 1992 (Switzerland); the EU GDPR or the UK GDPR; and/or any other data protection or privacy legislation in force in the EEA, Switzerland, or the UK relating to Customer personal data, if we are deemed Controller or Processor of such personal data according to the foregoing laws and regulations. 

  19. In addition to any specific termination or suspension rights described elsewhere in the Agreement, either Party may terminate this Agreement terminate this Agreement immediately on written notice if: (i) the other party is in material breach of this Agreement and, where that breach is curable, fails to cure the breach within 14 days after receipt of a written notice of the breach; (ii) the other party is in material breach of this Agreement and that breach is incapable of cure; (iii) the other party cannot pay its debts as they become due; enters into an arrangement or composition with or for the benefit of its creditors; goes into administration, receivership, administrative receivership or liquidation; is declared bankrupt or insolvent; or is dissolved or otherwise ceases its business operations; or (iv) the other party has committed more than two material breaches of this Agreement (notwithstanding any cure of such breaches)

  20. The Agreement shall be governed by the laws of the Czech Republic and the court located in Prague, Czech Republic shall exclusive jurisdiction over all disputes arising out of, in connection with or relating to this Agreement execution, implementation and termination.

  21. During the Term, You (the “Disclosing Party”) may disclose to Us (the (the “Receiving Party”) information regarding your business, employees, customers, vendors and affiliate, including personal information (as defined by the applicable privacy law) and data that is stored under the Products (“Confidential Information”). Confidential Information does not include any information which, as the Receiving Party can demonstrate by written records: (i) was already known to Receiving Party free of any obligation to keep it confidential at the time of its disclosure by the Disclosing Party; (ii) is or becomes publicly known through no wrongful act of the party to whom such information was disclosed; (iii) is rightfully received from a third party having no confidentiality obligation with respect to such information; (iv) was acknowledged in writing by the Disclosing Party to be non-confidential prior to any disclosure thereof; or (v) is independently developed by the Receiving Party without breach of this Agreement. The Receiving Party shall refrain from using or exploiting any and all Confidential Information for any purposes or activities other than those specifically authorized in these Terms. Except as otherwise specifically permitted herein or pursuant to written permission of the Disclosing Party: (i) the Receiving Party represents and warrants that it will hold Confidential Information in strict confidence and protect the Confidential Information with no less than the same extent and by the same means it uses to protect the confidentiality of its own proprietary or confidential information that it does not wish to disclose; (ii) the Receiving Party shall not disclose or facilitate disclosure of Confidential Information of the Disclosing Party to anyone except its employees who are authorized according to these Terms and who need to know such information for the purposes set forth in these Terms and to the extent they need to know, and provided all such employees will comply with obligations similar to the obligations hereunder with respect to the Confidential Information; and (iii) all Confidential Information made available hereunder, including copies thereof, shall be returned to the Disclosing Party or shall be certified as destroyed at the request of the Disclosing Party and/or upon expiration or termination of these Terms, whichever is earlier. If the Receiving Party discloses, loses or is unable to account for any Confidential Information of the Disclosing Party, the Receiving Party promptly will (a) notify the Disclosing Party upon becoming aware thereof, and (b) take such actions as may be necessary or reasonably requested by the Disclosing Party to minimize the impact of such situation. The obligations under this Section shall survive for a period of three (3) years following the termination of these Terms for any reason.

  22. We may at our sole discretion, upon 30 days’ notice to You and without obtaining Your consent, assign and delegate this Agreement (” Assignment”), including all of Our rights, performances, duties, liabilities and obligations contained in the Agreement, to a third party. As of Assignment date, We are irrevocably released from all performances, duties, liabilities and obligations contained in the Agreement.

  23. If any provision of the Agreement is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of the Agreement shall continue to remain in full force and effect.

  24. The Agreement constitutes the entire agreement between You and Us concerning the subject matter herein, and supersedes all prior and contemporaneous negotiations and oral representations, agreements and statements between You and Us.

  25. No waiver, concession, extension, representation, alteration, addition or derogation from the Agreement by Us will be effective unless consented to explicitly and executed in writing by Our authorized representative. Failure on Our part to demand performance of any provision in the Agreement shall not constitute a waiver of any of Our rights under the Agreement.

  26. he Agreement does not create any agency, partnership, joint venture, employment or fiduciary relationship between Google, You and Us. You, Google and Us are independent contractors.

Effective as of 20.2.23

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