General Terms and Conditions
This End User License Agreement (EULA), consists of two parts. The general terms and conditions (the main contract) and the Data Processing Agreement (DPA). This is a contract between Easygenerator and the user of Easygenerator’s SaaS authoring tool. You are considered a user when you create an account and accept these terms.
- Easygenerator provides authoring software as a service
- Customer wishes to use the Easygenerator authoring software as a service;
1. The Easygenerator Service:
The “Service” includes:
- the SaaS application related to your account
- the website and web shop (my account pages)
- the (optional) hosting of the learning content for your learners
- the (optional) tracking and tracing database for the results of your learners
- our built-in support and online help
2. Acceptance of terms
- Easygenerator provides its Service to you through its website easygenerator.com
- By signing this Agreement, Customer acknowledges that they have read, understood and agreed to be bound by the following terms and that all materials made or used by Customer on easygenerator.com are within your rights to make.
3. Subscription, subscription terms and payment
- This agreement is the general agreement between Parties. Details about licenses and prices are captured in the Commercial Terms Contract (CTC) that can be updated periodically without changing this general contract. See annex two for the initial CTC.
- All Easygenerator subscriptions are named subscriptions. A single subscription can only be used by one person. A user is not allowed to share his account or account details with other people. Sharing of content can be done between named accounts via the collaboration features. Using a named Easygenerator subscription with more than one person will result in an automatic downgrade to the Free plan.
- Plans are billed in advance on a yearly basis. Plans renew automatically unless the Customer cancels the plan with one-month notice.
- Customers can upgrade their subscriptions to another plan at any time. Unless this agreement is terminated by the Customer for cause, there are no refunds for downgrades or cancellations of accounts before the pre-paid period has expired. If the Customer upgrades during their pre-paid period, the difference for the remaining days of their billing month will be charged pro-rata at time of upgrade. After that, the Customer will be charged the new price for each subsequent billing period.
- Easygenerator reserves the right to implement price changes with a 30-day notice to the Customer. Customers on annual Agreement will be charged the agreed amount for the full 12 months of their Agreement; after that, the new price will take effect.
- We guarantee a 99.5% uptime of the Service (excluding planned maintenance) for all Paid plans.
- Easygenerator brings out a yearly report with the details on this.
- Planned maintenance: The Service will be unavailable each week on Thursday between 7 AM CET and 9 AM Central European Time; this is our planned maintenance and update window.
- Easygenerator is committed to the security of your data. Each year an external audit (penetration test) will be done by a third party. The results from this audit will be available in the first quarter of each year.
- Both onboarding support as the ongoing support are included in the Agreement. Our support hours are (CET – Amsterdam times) from 7 AM until 2 AM.
- A dedicated customer success manager will be assigned to Customer for team plan and up.
- All training, onboarding sessions, and other support activities are online.
7. General conditions
- Customer agrees not to license, resell, lease, transfer or distribute the Service to any third-party vendors unless purely for internal purposes limited to users with domain names as listed in Annex 2.
- Customer agrees not to use Easygenerator for unlawful purposes, such as infringing privacy, data ownership, or intellectual property rights.
- Customer agrees to act within anti-spam policy guidelines for your country and shall not use Easygenerator to transmit unsolicited mail.
- As a Customer of Easygenerator, you acknowledge that Easygenerator is the proprietor of the software, and you do not have the right to adapt, hack, or reverse engineer the source code of the software.
- You are responsible for the data stored in your Easygenerator account, and for all data, be it email, chat, social media messages, or learning management system sent or published from your Easygenerator account. Easygenerator cannot take responsibility for any racist, libel or defamatory messages of any kind sent or published from your Easygenerator account, and you indemnify Easygenerator from any damages relating to such an occurrence.
- You agree to keep your login information confidential, and to restrict each login to one person. You are not allowed to share a single (named) user account with other people.
- Easygenerator reserves the right to cancel the account of a Customer immediately, and without warning, if the Customer infringes the above terms. If, at Easygenerator’s sole discretion, we determine the Customer has abused their access rights to the Easygenerator application termination without warning will take effect immediately. Easygenerator shall wherever possible seek to contact you in advance to notify of such actions and wherever possible, allow the Customer a reasonable opportunity to remedy.
- You may not upload, post, or transmit (collectively, “submit”) any video, image, text, audio recording, or other work (collectively, “content”) that:
- Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
- Contains sexually explicit content or pornography (provided, however, that non-sexual nudity is permitted);
- Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;
- Exploits minors;
- Depicts unlawful acts or extreme violence;
- Depicts animal cruelty or extreme violence towards animals;
- Promotes fraudulent or dubious business schemes;
- Or Violates applicable law.
- Easygenerator has the right to remove content without notification if you upload content that contradicts these rules.
8. Data privacy
- In providing you with the Service, we shall maintain all administrative and technical safeguards to protect the security, confidentiality, and integrity of your data. More details can be found in the Data Processor’s Agreement (DPA), that is included as Annex 1 to this Agreement.
- Easygenerator will only access your account upon your request for technical assistance. You will be asked to provide explicit consent each time an employee of Easygenerator needs to access your account. No employee of Easygenerator will access your account without prior permission; unless required to do so by law and in such cases, where legally permissible, Easygenerator shall inform you. Three specially qualified developers do have access to the database where your information is stored. All their activity is logged, and a security system will be activated whenever they try to copy, delete, or tamper your data.
- Easygenerator has the option to track and trace the results from your learners. This option can be switched on or off for Customer. These results will only be visible to the author (owner) and the admin from Customer, not to anyone else.
- Easygenerator does have the right to analyze this data for general trends and figures, but not on a personal or Customer level unless that Customer has approved or requested that.
- Intellectual property rights on the software. Easygenerator shall maintain all rights, title, and interest in our respective patents, inventions, copyrights, trademarks, domain names, and any other intellectual or property and/or proprietary rights. The rights granted to you to use the Service do not convey, by extension, any title to patents, inventions, copyrights, trademarks, domains name or any other intellectual property owned by Easygenerator.
- The copyright for all content created with Easygenerator lies with Customer.
- Any feedback, enhancement suggestions or recommendations received from you can be incorporated into the Easygenerator Service: worldwide; royalty-free; in perpetuity; and to any other Easygenerator product(s) by transfer. You cannot claim any rights to these incorporations, either now or in the future.
10. Third parties
- Customer hereby authorizes Easygenerator to use a third party in the processing of personal data, pursuant to this DPA, with due observance of the applicable privacy legislation. These third parties only will process limited data, for example, email address of the author to provide support, DPA’s are in place with all subcontractors. None of these sub-contractors have access to the database with personal data. The full list of sub-contractors and their purpose is listed in appendix 2 of the DPA.
11. Disclaimer of warranties
- Easygenerator expressly disclaims any warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose. For paid users there is an uptime guarantee and that the Service shall perform materially in accordance with the documentation and specification for the Service.
12. Limitation of liability
- No consequential damages. Under no circumstances and under no legal theory (whether in Agreement, negligence or otherwise) will either Party to these terms, or such Party’s affiliates or their respective officers, directors, employees, agents, suppliers or licensors be liable to the other Party or any third party for any indirect, incidental, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, business interruption or any other loss incurred by such Party in connection with these terms or the Service.
- Limits on monetary damages. Notwithstanding anything to the contrary in these terms, Easygenerator’s and Customers (including any of its affiliates) aggregate liability, for damages (monetary or otherwise) under these terms claimed by you or any third party arising from our Service, shall be limited to the lesser of (i) actual damages incurred, or (ii) 100% of the payments paid or payable by you for the Service during the twelve (12) months preceding the claim, or the duration of the current term. Parties acknowledge and agree that the essential purpose is to allocate the risks under these terms between Parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if Easygenerator were to assume any further liability other than as set forth herein. The Parties have relied on these limitations in determining whether to enter into these terms.
- Breach of confidentiality, data privacy and third-party intellectual property infringement shall be uncapped for both Parties.
- Indemnification by Easygenerator. Easygenerator will indemnify and hold you harmless, from and against any claim against You by reason of Your use of the Service as permitted hereunder, brought by a third party alleging that the Service infringes a valid patent or copyright, or misappropriates a third party’s trade secret (such claims, collectively, “Claim”). Easygenerator shall, at its expense, defend such Claim and pay damages agreed or finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Easygenerator for such defence, provided that (i) You promptly notify Easygenerator of the threat or notice of such Claim, (ii) Easygenerator will have the sole and exclusive control and authority to select defence attorneys, defend and/or settle any such Claim, and (iii) You fully cooperate with Easygenerator in connection therewith. If Your use of the Service has become, or in Easygenerator’s opinion is likely to become, the subject of any such Claim, Easygenerator will replace or modify the Service to make it non-infringing by modification of the Service by anyone other than Easygenerator.
- Indemnification by You. You agree to defend, indemnify, and hold harmless Easygenerator from and against any claims, actions or demands, including, reasonable legal and professional Services fees, arising or resulting from Your breach of these Terms, or Your and Your end users’ access to, use, misuse or illegal use of the Service. Easygenerator will provide You notice of any such claim, suit, or proceeding. Easygenerator reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests to assist Easygenerator’s defence of such matter.
14. Assignment; entire agreement; revisions
- Giving prior written notice to the other Party, either Party may assign or transfer the Agreement, in whole or in part, without restriction, provided the assignee agree to be fully bound by the terms of this Agreement. The Agreement supersedes any other discussions, prior versions of agreements or understandings by or among the Parties (other than written agreements expressly accepted and executed by both Parties). We may amend the terms of Service from time to time, in which case the new terms will supersede prior versions provided such changes do not materially reduce the Services delivered to the Customer. Customer will be informed of the new terms of Service in writing.
- If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.
16. Relationship of the Parties
- The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship among the Parties.
17. Governing law and dispute resolution
- This Agreement shall be governed by and construed in accordance with the laws of The Netherlands. Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof shall be finally settled by the competent court in Amsterdam, The Netherlands.
18. No Other Rights
- No other rights or licenses are granted under this Agreement, by implication, estoppel, statute or otherwise, except as expressly provided herein.
Rotterdam July 7, 2020.
Annex 1: Data Processor’s Agreement
In this relationship, Easygenerator is engaged by Customer to process personal data. In this connection, Easygenerator has the role of ‘Processor’ and the Customer has the role of ‘Controller’.
This Data Processor’s Agreement (“DPA”) is an annex to and an integral part of the End User License Agreement between the Parties (referred to below as: ‘the Agreement’). Following this DPA,
- Customer wishes to use the Easygenerator services;
- Easygenerator will, in the implementation of the Agreement, (possibly) process personal data within the meaning of Article 4 (1) of the General Data Protection Regulation (GDPR), on the instructions of Customer
- Easygenerator is hereby considered to be a processor within the meaning of Article 4 (8) of the GDPR;
- Customer is hereby considered to be a controller within the meaning of Article 4 (7) of the GDPR if it designates the purposes and means for the processing;
- Easygenerator is willing to do so and is also willing to comply with the obligations concerning security and other aspects of the GDPR;
- The Parties, partly with a view to the requirement in Article 28 (3) of the GDPR, wish to set out in writing their rights and obligations by means of this Processor’s Agreement (referred to below as: ‘Processor’s Agreement’);
Parties hereby agree that:
Article 1. Purposes of processing
- Easygenerator undertakes, subject to the conditions of the Agreement and this DPA, to process personal data on the instructions of Customer. The personal data will only be processed within the framework of the Agreement and according to this DPA for the purposes of creating and providing an e-Learning platform as determined in the Agreement.
- The personal data that are or will be processed by Easygenerator in connection with the Agreement, and the categories of data subjects from which they derive, are stated in “DPA Appendix 1: Specification of personal data and data subjects”. Easygenerator shall not process the personal data for any purpose other than that determined by Customer. Customer shall inform Easygenerator of the purposes of the data processing insofar as these are not already stated in this DPA.
- Easygenerator has no control over the purpose of and means for the processing of personal data. Easygenerator takes no decisions about the receipt and the use of the personal data, the provision to third parties and the duration of the storage of personal data while processing the personal data in accordance with DPA.
Article 2. Parties’ obligations
- With regard to the processing purposes referred to in Article 1, both Parties shall ensure compliance with the conditions applying to the processing of personal data pursuant to GDPR.
- Customers guarantees that the content, the use and the instructions for the processing of the personal data as referred to in this DPA are not unlawful and do not infringe any right of third parties.
- The obligations of Easygenerator that arise from this DPA shall also apply to those who process personal data under the authority and on the instructions (sub-processors) of Easygenerator.
Article 3. Transfer of personal data
- Easygenerator is permitted to process personal data in countries within the European Union and the USA. A limited number of Easygenerator employees from Ukraine can process this information as well for maintenance reasons. Easygenerator shall not process personal data nor permit any sub-processor to process personal data in other countries unless authorized via an amendment to this Agreement.
- Because the European Union Commission has determined that the United States and Ukrainian data privacy laws do not ensure an adequate level of protection for personal data collected from EU data subjects, the transfer will be subject to appropriate additional safeguards under the standard contractual clauses. A copy of the standard contractual clauses as provided to Customer by Easygenerator.
Article 4. Allocation of responsibilities
- The permitted processing operations shall be performed by Easygenerator in a (semi-) automated environment.
- Easygenerator is solely responsible for the processing of the personal data under this DPA, in accordance with the Customer’s instructions and under the explicit responsibility of the Customer. For the other processing of personal data, including in any case but not limited to the collection of personal data by the Customer, processing for purposes not reported by Customer to Easygenerator, processing by third parties and / or for other purposes, Easygenerator is expressly not responsible, as long as Easygenerator is strictly following the Agreement and DPA .
Article 5. Engaging third parties or subcontractors
- Customer hereby authorizes Easygenerator to use a third party in the processing of personal data, pursuant to this DPA, with due observance of the applicable privacy legislation. These third parties only will process limited data, for example, email address of the author to provide support, DPA’s are in place with all subcontractors. None of these sub-contractors has access to the database with personal data. The full list of sub-contractors and their purpose is listed in appendix 2 of this DPA.
Article 6. Security
Easygenerator shall take appropriate technical and organizational measures concerning the processing operations of personal data to be carried out, against loss or any form of unlawful processing (such as unauthorized access, corruption, alteration or provision of the personal data). The privacy and security policies and procedures are described in appendix three of this document.
- Next to all security measures taken by Easygenerator, Easygenerator will be audited at least one time each year by an external company to check and validate security.
Article 7. Obligation to report breaches
- In the event of a possible personal data breach (which shall be taken to include: breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed, as referred to in Article 4 (12) (GDPR) Easygenerator shall inform Customer thereof immediately or no later than within twenty-four (24) hours after it was detected further to which Customer shall assess whether it will inform the supervisory authorities and/or data subjects.
- On the request of Customer Easygenerator shall cooperate in informing the relevant authorities and any data subjects. Customer shall be responsible for reporting to the relevant authorities and/or data subjects.
- Easygenerator obligation to report to Customer shall, in any case, involve reporting the fact that there has been a breach, as well as:
- the date on which the breach occurred (if no exact date is known: the period within which the breach occurred;
- the (suspected) cause of the breach;
- the date and time when the breach became known to Easygenerator or a third party or subcontractor engaged by it;
- the number of persons whose data have been leaked (if no exact number is known: the minimum and maximum number of persons whose data have been leaked);
- a description of the group of persons whose data have been leaked, including the category or categories of personal data leaked;
- whether the data were encrypted, hashed or otherwise rendered unintelligible or inaccessible for unauthorized persons;
- the measures are taken or proposed to be taken to address the personal data breach and to mitigate its effects;
- contact details for the follow-up of the report.
Articles 8. Rights of data subjects
- In the event that a data subject addresses a request concerning one of its statutory rights, as referred to in the GDPR, to Easygenerator, Easygenerator shall forward this request to Customer, and Customer will subsequently deal with the request. Easygenerator may notify the data subject of this.
- In the event that a data subject addresses a request as referred to in Article 8 a) to Customer, Easygenerator shall if so requested by Customer co-operate in complying with that request.
Article 9. Obligation of confidentiality
- All personal data that the Easygenerator receives from Customer and/or collects itself within the context of this Processor’s Agreement is subject to an obligation of confidentiality towards third parties. the Easygenerator will refrain from using this information for any purpose other than that for which it has acquired it.
- This obligation of confidentiality shall not apply insofar as Customer has given explicit consent for the information to be provided to third parties, if disclosure of the information to third parties is logically necessary given the nature of the issued assignment and the implementation of this Processor’s Agreement, or if there is a legal obligation to provide the information to a third party.
Article 10. Duration and termination
- This DPA has been entered into for the term and period stated in the Agreement between the Parties, in the absence of which it will at least apply for the duration of the collaboration.
- The DPA cannot be terminated prematurely or without terminating the Agreement.
- The Parties may amend this Processor’s Agreement only by mutual agreement.
- In the event of termination, dissolution or notice of termination of this Agreement or DPA, on request, for whatever reason, Easygenerator shall of its own accord (i) provides to Customer all personal data obtained from or on behalf of Customer in the manner and format agreed upon by both Parties, (ii) immediately cease the processing of the personal data, (iii) provide to Customer all documents in which the personal data are recorded, and (iv) permanently deletes all personal data that is stored in any form, including electronically on data carrier, or, insofar as permanent deletion from the data carrier is not possible, destroy the data carrier, in no later than thirty (30) days from the termination of the Agreement or DPA. On the first request of Customer, Easygenerator shall confirm in writing to Customer that Easygenerator has complied with all obligations pursuant to this article.
Article 11. Other provisions
- The DPA and its implementation are governed by Dutch law.
- Any disputes that may arise between the Parties in connection with the DPA will be submitted to the competent court in the district where Easygenerator is established.
- If one or more provisions of the DPA should prove to be unlawful, the other provisions of the DPA will remain in effect. The Parties will then consult with each other on any provisions that are legally invalid so as to agree on replacement provisions that are legally valid, the purport of which corresponds as closely as possible to the original provisions.
- The Parties will provide full cooperation to each other in amending the present DPA and adapting it to any new privacy legislation.
Rotterdam May 25, 2020.
DPA Appendix 1: Specification of personal data and data subjects
In connection with the Agreement and DPA, Easygenerator will process the following personal data of Customer’s Employees and other Users on the instructions of Customer:
- Communication Data (Email address)
- Online Data (e.g. IP address, User ID, mobile device used, operating system, internet provider, date and time of login and logoff)
- Online Usage Data related to the Easygenerator Platform (e.g. cookie IDs, IP addresses.)
For a learner
This is only applicable if you use tracking and tracing inside Easygenerator.
- Communication Data (name and Email address)
- Application process data (e.g. questions answers in courses, course scores, learners’ satisfaction score.)
DPA Appendix 2: Subcontractors
|SUBPROCESSOR||Location||NATURE OF THE SERVICES|
|Intercom||USA||Customer Support Application and support site|
|AWS||Frankfurt||Application and data Hosting|
|Easygenerator Ukraine||Ukraine||Development and maintenance|
|Hubspot||USA||Marketing automation and emailing|
|Cloudflare||USA||Content distribution (CDN), security and DNS services for web traffic transmitted to and from the Services|
|Delighted||USA||Customer satisfaction (NPS) surveys|
|Akita||USA||Customer success management|
|App cues||USA||User onboarding tool|
DPA’s are in place with all sub-processors.