Gomada Terms of Service
Version 1.0, May 2022
These Terms of Service ("ToS") govern the provision of its software-as-a-service solutions of the Gomada.co ("Gomada") platform (the "Platform") and related services such as support and maintenance (together with the Platform, the "Services") provided by Gomada SA to organizations which are working mainly remotely or in a hybrid set-up (the "Customer"). Gomada makes remote team building an effective habit. Gomada helps busy remote team members (the "End-user") get into a team building routine to engage teams and avoid losing talent to disconnection via the Platform.
The Platform will be accessible to the Customer in its then current version. Gomada will update the Platform to new versions at its own discretion.
Gomada does not guarantee any specific features or new activities of the Platform, features may be added, changed, or removed at Gomada's sole discretion.
2.2 Service options
Gomada offers the following options:
- "Subscriptions": Gomada offers a number of Subscription plans as described online. Subscriptions are offered for auto-renewing periods.
Gomada may subcontract third parties for all its obligations under these ToS at its own expense, unless explicitly agreed otherwise. Gomada is fully liable towards the other parties for its subcontractors. Gomada ensures that subcontractors are bound to the same or stricter confidentiality obligations than Gomada.
3. Customer Obligations
The Customer confirms that it has Customer has the necessary intellectual property rights any content included to the Platform by Customer or by Gomada on Customer's behalf.
The Customer does not include any content to the Platform if such inclusion infringes applicable laws. Customer has obtained all consents and permissions required under all applicable laws regarding the processing of any personal information.
The Customer is prohibited to include any content on the Platform which may be deemed as defamatory, obscene, violent, threatening, racist, offensive, deceptive or fraudulent, or encouraging criminal or harmful conduct on the Platform. The display of any pornographic or sexually explicit content on the Platform must be preapproved by Gomada.
The Customer informs Gomada immediately of all circumstances within its sphere that might endanger or may be relevant to the fulfilment of these ToS.
The Customer will defend, indemnify and hold Gomada harmless against any and all claims, liability, loss, costs, penalties, and damages, including reasonable attorney fees, arising out of Customer's breach this clause.
4. Pricing Plans and Payment Terms
"Subscriptions": If not agreed otherwise, the pricing plans according to the website are applicable. Fees are invoiced monthly, if not explicitly agreed otherwise.
4.2 Payment and Default
Customer shall pay Gomada the fees to the bank account indicated on the invoice. Value Added Tax is not included if not explicitly mentioned and is additionally payable by the Customer, if applicable.
All fees are payable within 14 days of date of invoice. In case of late payment, Gomada is entitled to an interest on late payments in the amount of 5% p.a. as from the first day of late payment. Further, Gomada is entitled to suspend the access to the Platform and all other Services until full payment.
The Services are provided 'as is' and 'as available', without warranties or representations of any kind.
Gomada does not warrant that the use of the Services will be uninterrupted. Gomada will notify the Customer reasonably in advance in case of planned maintenance work and temporary unavailability.
Any further warranty is excluded.
6. Liability and Indemnity
Gomada is fully liable to the Customer for direct damages resulting from wilful misconduct or gross negligence. In all other cases, the liability of Gomada
The Customer is solely responsible that the End-user is aware of and accepts the relevant terms of the End-user Terms and Conditions.
If the End-user asserts claims against Gomada as a result of the use of the Platform, the Customer undertakes to indemnify Gomada from all claims, damage and expenses (including court fees and legal costs).
7. Intellectual Property Rights
Gomada grants the Customer a revokable, non-exclusive, non-transferable, non-sublicensable right to use the Services according to these ToS.
The Services, including all amendments and customizations, are copyright protected. They are and remain the sole property of Gomada. They may only be used by the Customer in accordance with the ToS. All other or longer use is prohibited. The Customer is not entitled to the source code of the Platform.
The Platform may not be altered, decompiled or reverse engineered, except as permitted by mandatory law or necessary for the purposes of integrating the operation of the Platform with the operation of other Platform.
Gomada may take all adequate measures to prevent or terminate any unauthorized usage by third parties.
Each party undertakes to protect all confidential information which becomes accessible or known during the performance of these ToS.
The following information is not considered confidential information:
- Information that has been made public and generally accessible, unless through the wrongful act or omission of the receiving party.
- Information that the receiving party can prove was already lawfully in its possession before it received it from the disclosing party.
- Information lawfully and unrestrictedly received by the receiving party from third parties.
- Information that the receiving party has independently developed without using confidential information.
The Customer grants Gomada the right to use the Customer's name and logo as well as a brief description of the Services for advertising purposes. The Customer may object to such use for advertising at any time.
Termination of Subscription plans is possible by written notice of either party to the end of each Subscription period.
Either party may terminate the provision of the Services at any time without prior notice and with immediate effect if:
- the other party is in material breach of these ToS (incl. payment default) and such breach is not curable nor cured within 14 days of notice; or
- the other party becomes insolvent or is the subject of bankruptcy or other insolvency proceedings.
Termination does not lead to a refund of already paid fees, all fees payable remain payable.
12. Final Provisions
Notices need to be in writing to the last communicated or available address. 'In writing' includes e-mail, unless explicitly indicated otherwise.
If any provision or part-provision of these ToS becomes invalid, illegal or unenforceable, the parties will replace it by a provision commercially as close as possible. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these ToS.
Nothing in these ToS is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute that a party is the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
These ToS are governed by substantive Swiss law and subject to the exclusive jurisdiction of the ordinary courts of Zurich.
"Gomada is fully liable to the Customer for wilful misconduct, gross negligence, and damages resulting from the breach of data protection, confidentiality and intellectual property rights obligations.